Corporate Law

Overview

Corporate transactins and business disputes are often unique and complicated matters. That is why our clients depend on us to understand the interwoven complexities related to real estate, contracts, buy-sell agreements, joint venutre agreements and mergers. They rely on us to handle these matters swiftly to adhere with all legal deadlines and to find effective legal solutions to their problems. If you need to settle a business matter or dispute, we can do the same for you.

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Start-Ups

Novins, York & Jacobus assists clients in the start-up phase of their business life cycles as they take critical steps to establish the foundation of their businesses. These steps can include choosing an appropriate entity type, hiring employees and drafting straightforward operating and ownership agreements to help reduce risk and the possibility of future disputes. We carefully listen to our clients’ objectives, and then analyze the nature of their business ventures, taking into consideration management and ownership structures, financial issues, degree of risk involved, as well as tax and other ramifications specific to each form of business.

Based on our analysis, we recommend an appropriate business and ownership structure, then execute formation strategies that benefit our clients. Our attorneys draft contracts, as well as operating and ownership agreements tailored to each business’s ownership structure and objectives. These agreements can reduce liability, mitigate risk and provide a clear structure for dispute resolution and transitions in ownership. They also provide guidelines for management of the business in the future. In addition, we advise clients on employment policies and practices, owner and executive compensation structures (equity and non-equity), and capital raises.

After helping clients establish their businesses, we help owners and boards of directors maintain their operations, fostering growth while complying with organizing documents and protecting owner and shareholder investments. Our attorneys regularly handle complex business matters related to governance, transitions and transactions, strategic planning, extending product lines, raising financing, spinning off business units, offering new services or products, as well as dissolutions and dispositions through sale or merger.

As new federal, state and local laws take effect, we help our clients avoid legal and regulatory pitfalls and take advantage of benefits new laws may afford them. Throughout every stage of a client’s business, we encourage an eye to the future. We focus on business success and growth by implementing programs and procedures that allow our clients to be proactive, avoid controversy where possible and be strongly positioned in the event that controversy arises.

Established Businesses

Breach Of Fiduciary Duty

A fiduciary duty is, among other things, the obligation that an individual has to act in the best interests of another party and to make full and complete disclosure of all material facts. A fiduciary can breach their duty by taking deliberate steps that will benefit themselves and otherwise hurt the entity that was meant to be protected by such a relationship.

When you run a business, the last thing you want to worry about is the fidelity of your management. If you have discovered that your managers have started a competing business on the side or they are taking advantage of fiduciary duty for personal gain you may need to assert your rights.

Legally, these cases exist in a complicated middle ground between corporate law and employment law. With extensive corporate litigation and employment law experience, our attorneys are uniquely positioned to handle these complex cases.

A breach of fiduciary duty may also be more than just a business dispute. Business owners could file a criminal complaint or a civil lawsuit against an offending party. We are able to provide assistance to help you file a criminal complaint in criminal courts for these matters as well.

Business Litigation

Business litigation often arises when a company is facing a lawsuit with an individual, multiple individuals or when one business has an issue with another business. If you are facing a litigation issue, it is important that you work with an attorney who will fight for your business and work hard to maintain your good name. When negotiation, mediation and other forms of resolution are unsuccessful at solving the issue, working with a skilled litigator from Novins, York & Jacobus may give you the upper hand.

If you are facing a litigation issue, contact us. Our attorneys will fight for your business and do everything in their power to maintain your good name. The attorneys at Novins York & Jacobus are skilled litigators who will give you the upper hand when other forms of resolution are unsuccessful.

Commercial Collections

We can assist our business clients in their commercial debt collection efforts. In general, a debtor is anyone who owes money to someone else (the creditor), either through a credit card, a bank loan or a mortgage. Usually, there is a clear agreement between creditor and debtor as to how and when the debt must be repaid. If the debtor falls behind or fails to pay altogether, the creditor can refer the matter to a debt-collector or a collection agency.

In a commercial collection setting, the creditor and debtor are both business organizations, not individuals. We focus on helping the creditor organizations recover as much of their commercial debt as possible from the debtor organization.

We can represent clients in the collection from debtors and guarantors. Our representation provides:

  • Concise analysis of creditor claims and the potential or anticipated defenses involved with each claim;
  • Prosecution of the civil action to judgment (including discovery, trials and appeals, where necessary);
  • Negotiated settlements and supporting documentation;
  • Realization upon collateral of all types; and
  • Post-judgment collection activity (judgment debtor asset investigation, and placement of judicial liens).

Family Business

Novins, York & Jacobus has worked closely with generations of family business owners and executives. Our goal in these relationships is to facilitate the success and growth of our clients’ businesses as they transition between generations of ownership. To that end, we provide advice related to governance, risk management, employment, real estate and tax matters, as well as continuity and succession planning. In addition, we help family business owners anticipate risk and conflict through each stage of their business life cycle.

As family businesses pass from generation to generation, transferring ownership control and assets can be a complex and emotional process. Our attorneys work with families to do advance planning for these transitions, minimizing conflict and stress. We apply our knowledge of what makes such transitions successful to our clients’ immediate needs and long-term goals, and those of each generation involved. If disputes arise within the family as part of this process, our attorneys are highly skilled at dealing with those conflicts and negotiating them to resolution.

Loan Modification

Disputes between commercial landlords and tenants are a very common occurrence. Disagreements arise over matters regarding services that people failed to deliver, nonpayment of rent and wrongful eviction. In many cases, the parties involved are unable to resolve their disputes alone. It often takes a legal professional to help negotiate a satisfactory resolution for one or both of the parties.

Business Disputes & Dissolutions

Business partners often have disputes that can negatively impact the operation of their business. Sometimes the disputes can be resolved amicably, while other times it may be necessary for businesses and partners to resolve their disputes through the judicial system or some other form of alternative dispute resolution.

Occasionally, business partners have irreconcilable differences that make a business divorce necessary and unavoidable. Our legal team has been providing advice, counsel and representation to business partners involved in disputes for more than 80 years.

Business Torts

Legal matters are bound to crop up during the course of business of any successful company. When a civil wrong is committed against your company by another party, this is referred to as a business tort. Most frequently, such matters as a breach of contract, corporate-client relationships or disputes involving real or intangible property. When damage is threatened or levied against the best interests of your company, legal action must be taken.

Business torts can be complicated and you should never have to face them alone. These torts are not crimes committed against a person or property, but rather toward a business entity with the intent to receive compensation from a company that has allegedly caused harm with some examples being:

  • Contractual relations;
  • Misrepresentation;
  • Interference with business; and
  • Unfair competition.

As a business, a lawsuit could cause serious financial loss if you lose, not to mention damage to your reputation. Our attorneys have the knowledge and aggression to defend you against allegations of fraud or violations of business regulations.

Contract Law

Contracts are designed to legally bind two or more entities in some sort of relationship.  When one or more parties ignore the terms of the contract, then the consequences can be detrimental and highly damaging to the other parties involved. If you have entered into a contractual relationship with another individual and they have not adhered to the terms of the contract, then they are said to be in breach of contract and you may be able to pursue recompense for your loss or damage.

As a business entity, you may rely heavily upon the law and various contracts in order to conduct business, build your company, and grow wealth. When other business entities that you have entered into relationships with do not perform agreed-upon duties or adhere to your mutual agreement, then you may be able to pursue recompense in court.

There are a number of types of contract breaches under the law:

Material breach. A substantial breach that brings harm to one of the parties involved in the contract. It allows the non-breaching party to sue for any damages and also back out of any performance on their part. There are certain stipulations that apply in order to determine how the failed actions actually affected the other party. Additionally it is important to look at how the breach of contract deprived or injured the other party to determine if a material breach occurred.

Minor breach. This is a partial breach that is typically less severe than a material breach. The harmed party may sue for damages, but they must keep up their end of the contract agreement.

Anticipatory breach. When the non-breaching party comes to a realization that the other party will soon fail to keep up their end of the contract, they may terminate the contract and pursue litigation for any damages incurred.

Typically any damages that are given to the non-breaching parties come in the form of money. On occasion the judge may award the innocent party with certain performances from the party that broke the contract that equals out to a certain sum of money.

Shareholder Disputes

Whether you’re a shareholder in a corporation or a partner in a partnership, you have rights, and those rights matter. Frequently, though, your rights and interests are threatened by aggressive or downright improper activity. The civil litigation attorneys of Novins, York & Jacobus provide knowledgeable, effective legal representation to help you protect your interests and recover what you’ve lost.

We can help you with many types of shareholder or partnership disputes, including:

  • Appraisal proceedings;
  • Breach of fiduciary duty litigation;
  • Business succession disputes;
  • Collections actions;
  • Disputes involving intellectual property and trade secrets;
  • Family-owned business issues;
  • Financial disputes, dividend issues, returns on investment;
  • Fraud and deceptive practices;
  • Merger and acquisition disputes;
  • Misappropriation;
  • Noncompetition and contract disputes;
  • Partnership breakups, business divorces;
  • Real estate disputes; and
  • Shareholder oppression and “squeeze-outs.”

Taxation

As a part of our larger business law practice, the attorneys at Novins, York & Jacobus offer advocacy, planning and dispute resolution in a broad range of business taxation issues encountered by business people and investors including:

  • IRS disputes and disputes with local, state, and federal taxing authorities;
  • Employment tax issues;
  • Collection, reporting, and refund of various business taxes – including sales, excise and use taxes;
  • Estate tax issues – including interaction with taxing authorities during probate; and
  • Taxation of individual investors – including capital gains, partnership tax, special allocations and cash basis vs. accrual basis taxation.

Local, state, and federal tax laws are confusing and often interact in a complex manner based on individual business circumstances. Failure to secure competent counsel in this area could have devastating results, including financial penalties and protracted, expensive litigation.

We have substantial experience in this area and are skilled at not only avoiding conflict and resolving disputes, but also in identifying opportunities to exploit various business tax laws in order to protect assets and maximize corporate profits.

Contact US

During a century of changing legal and economic conditions, the firm's commitment to integrity, responsiveness and client service has never wavered. That’s our goal, and that’s what we have been doing for more than 80 years.

Ocean County

202 Main Street Toms River, NJ 08753

Bergen County

50 Tice Blvd. Suite 340 Woodcliff Lake, NJ 07677

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