In addition to day-to-day operations, businesses and medical practices often enter into a variety of business transactions, including buying or selling real estate or significant personal property such as major equipment needed to operate the business or practice, entering into a lease of real property or personal property, or contracting with a third party (such as a consultant) to provide goods or services to the business or practice. Other major transactions that a business or medical practice may enter into at some point are those involving the sale of the business or practice itself to a purchasing business or medical practice to allow the selling business owners or physicians to retire or simply reap the profits of operating the business or practice over many years.

DPS Legal Counsel is ready to assist you and your business or practice protect your interests when you embark on a business transaction or a sale of your business or practice.

One of the more difficult issues that a business or medical practice sometimes must face is a contract or business dispute.

Sometimes, a dispute arises between or among the owners of the business or a medical practice. Occasionally, a business dispute between or among owners is so significant that the parties can no longer go forward working together in the operation of their business or medical practice. At that point, the business owners or physician-owners of the practice experience what is sometimes called a “business divorce” or a “practice breakup.” Care and attention is required in that situation to protect the interests of the business owners involved in the dispute and dissolution of the business relationship.

In other cases, the business or contract dispute arises because of a disagreement between the business and another party, such as an employee, an independent contractor, a supplier or vendor, a customer, patient, or client, or some other third-party. In that event, the business must take quick and decisive action to protect its business interest.

DPS Legal Counsel is ready to work with a business, its owners, a medical practice, and its physician-owners in business or contract disputes or an impending business divorce or practice breakup.

The first decision every entrepreneurial business owner must make is the choice of business entity. Choosing among a limited liability company, a C corporation, an S corporation, a partnership or sole proprietorship involves weighing a number of important issues, including federal tax issues, state tax issues, liability protection, and capital funding issues. DPS Legal Counsel can advise and assist you in making the best choice for your business and your particular situation.

After you choose the form of entity for your business, DPS Legal Counsel can work with you on getting your business entity formed and ready to operate,

One of the most important and fundamental ways that a business can protect itself and its owners is to ensure that it has strong, well-considered, and clear business contracts.

Letters of intent typically are used when two businesses are contemplating a significant business transaction and wish to memorialize the key deal points to be included in the final agreement between the parties. An operating agreement is the basis for the agreed upon relationship between or among the owners of a limited liability company. Similarly, a buy-sell agreement sets for the terms of the agreement between or among the shareholders of a corporation. Employment and independent contractor agreements determine and set forth the terms and conditions governing the relationship between a business and its workers. Other important business contracts include agreements between a business and its vendors or suppliers and between a business and its customers, patients, or clients. Finally, businesses engaged in transactions, such as the sale or purchase of the underlying business, typically enter into either an asset purchase agreement or a stock or LLC membership purchase agreement.

DPS Legal Counsel is ready to assist businesses and their owners and medical practices and their physician-owners negotiate, draft and put in place strong and clear contracts.

Trademarks are often among a small or midsize business’s most valuable intellectual property assets. Not only does a trademark provide prospective customers, clients, or patients with information as to the source of the goods or services that the customer, client or patient wishes to purchase, a trademark allows a business or medical practice to brand itself and differentiate itself from its competitors.

DPS Legal Counsel is ready to assist entrepreneurs, business owners, medical practices, and physicians brand their businesses and practices and protect their valuable intellectual property from potential trademark infringers.

Copyrights are a type of intellectual property that protects the rights of writers, artists, content creators, and creative entrepreneurs in their original works of authorship. Material protected by copyright include such things as original written content like books and articles, original artistic creations such as music, computer code, and online courses created by creative entrepreneurs

Copyright arises automatically upon a work of original authorship being fixed in a tangible means of expression. However, significant and important rights to holder of a copyright only come about upon federal registration of the copyright, such as the ability to sue in federal court for copyright infringement and the right to receive statutory damages for infringement.

DPS Legal Counsel is ready to work with you in connection with registration of your copyright and protection of your copyright from infringers.

Trade secrets is a form of intellectual property of a business that is based on the proprietary confidential information that a business has.

In order to protect your business’s trade secrets, it is necessary that you take steps to ensure that your confidential information remains confidential and a secret from the public. A business loses its trade secrets when it fails to protect them or inadvertently discloses its confidential information to the public.

Trade secrets are typically protected through strong confidentiality agreements.

DPS Legal Counsel can help you protect your trade secrets through a carefully considered program of non-disclosure and confidentiality agreements with your workers and third-party contractors.

Non-profit corporations that wish to be tax-exempt organizations must apply for recognition of tax-exempt status from the Internal Revenue Service. But once a non-profit corporation receives a determination from the IRS that it has qualified to be and is recognized by the IRS as a tax-exempt organization, the work has just begun. A tax-exempt organization is subject to a whole host of rules and limitations on how it must conduct its operations–there are a number of things it cannot do, and a number of other things that it must do. And, not all revenues generated by a tax-exempt organization are truly exempt from federal income taxation. If a tax-exempt organization has unrelated business taxable income, it is subject to federal income taxation on that UBTI. In addition, without proactive planning, tax-exempt organizations with debt-financed property may find themselves subject to federal income taxation on the sale of that property. Accordingly, it is important that tax-exempt organizations pay close attention to their operations and plan their transactions carefully in order to minimize or eliminate their UBTI, if possible

DPS Legal Counsel is ready to help your non-profit corporation achieve tax-exempt status and to operate on a day-to-day basis and undertake business transactions in a tax appropriate way.

There are Federal and state tax implications to many, if not most, business transactions.

Small and midsize businesses should carefully consider the tax effect of every contract or transaction they enter into beginning with the establishment of the business through choice of entity planning and the adoption of tax-sensitive provisions in the business’s operating agreement. All business transactions should be analyzed for their tax consequences to the business and its owners. Tax-sensitive transactions such as executive or deferred compensation agreements certainly require tax planning.  Finally, upon the planning of a business succession event such as the sale of the assets of the business, the tax impact of the sale must be thoroughly studied and structured so as to minimize any adverse tax consequences to the business.

DPS Legal Counsel is ready to work with business owners and their businesses to plan for taxes for themselves and their operations and proposed business transactions.

An Internal Revenue Service examination of a business can be a challenging and disruptive event in the life of the business. Not only is there the possibility of an unforeseen and unplanned federal tax liability, there is the near certainty of lost time for the business and its owners and leadership team as they respond to document requests and seek to determine whether any proposed tax deficiency is correct or in error. Negotiation of an agreement with the IRS Revenue Officer as to any proposed tax assessment takes time, as does the administrative appeal and possible tax litigation arising from an IRS tax assessment.

DPS Legal Counsel is ready to work with you and your business to streamline the audit process and to handle the day-to-day communications and responses to the IRS in order to save you time in responding to an IRS audit, to analyze both the government’s position and the business’s position regarding the tax issues raised by the audit, to negotiate with the IRS on your behalf, and to zealously represent you and your business both during the IRS audit and during any administrative appeal or subsequent tax litigation.