Business Law

Corporate Counseling

Howard O. Bernstein, P.C. offers counseling to individuals who plan to establish a business. We offer entity packages for everything your corporation, S Corporation, or LLC/Partnership will need to get started, including drafting the Articles of Incorporation or Organization, obtaining an Employer Identification Number for the entity, and preparing necessary entity documentation. Of course, since the first step is to determine which of the entity structures is best for you and your company, we thoroughly explain your options and make this process as simple as possible. We also act as registered agent for many of the entities we create.

Mergers and Acquisitions

Howard O. Bernstein, P.C. commonly represents both target companies and acquirers of varied size in technical mergers and acquisitions. We offer sophisticated advice and counsel at all stages of a merger or acquisition, from term sheet to closing and everything in between. We have experience with a variety of acquisition structures. We also have relationships with experienced appraisers who can value your business in preparation of a merger or acquisition. Howard O. Bernstein, P.C. also has extensive experience with split-off and carve-out transactions. These types of transactions are especially valuable for a company where the shareholders can no longer work together and want to go their separate ways without unnecessary tax implications. We also pride ourselves on our accessibility; M & A transactions can be complex, lengthy and stressful, so we make ourselves completely available to clients to answer any questions they may have or to ameliorate their concerns.

Corporate Finance

At Howard O. Bernstein, P.C., we counsel companies large and small on the intricacies and risks associated with corporate and entity financing. The most important part of our Corporate Finance practice is our focus on the needs of the individual client and their business. Every company is different. At Howard O. Bernstein, P.C., we listen intently to the needs of a particular business and the goals and desires of its shareholders, partners or owners. Whether it be via debt or equity financing or a hybrid of the two, Howard O. Bernstein, P.C. can help you adequately develop your company's capital structure. We also have extensive experience with Angel and Venture Capital Financing and regularly advise clients in this regard.

Intellectual Property

As part of our goal of providing a full range of corporate and business advice and counsel, we handle complex licensing issues, source code escrow agreements, and other transactions that help businesses protect their most valuable assets.

Non-Profit Corporations

We assist clients from start to finish with the creation of a Colorado Non-Profit Corporation. We also assist with the application to the Internal Revenue Service for tax exempt status.

Taxation

Howard O. Bernstein, P.C. has a dedicated and long term practice in Boulder, Colorado. Expertise includes not only tax preparation and tax advocacy, but also tax planning, advising and defending complex taxation matters. Our firm has experience in, and accepts cases involving:

Domestic and international tax matters involving citizens, resident aliens and nonresidents
Individuals, corporations, limited liability companies and partnerships
Choice of entity selection
Small businesses and franchises
Defense through appeals, audit and collections
Tax in controversy, including representation in the U.S. Tax Court
Tax Opinions
Consulting to other legal and tax professionals

Corporate, Partnership and Individual Taxation

The Tax Practice at Howard O. Bernstein, P.C. runs the gamut of the tax universe, from high-level, sophisticated corporate and partnership tax planning to I.R.S. disputes and state, local and sales tax issues. In addition, we represent individuals and businesses during I.R.S. examinations and Colorado Department of Revenue, Colorado Department of Labor and Employment or United States Department of Labor investigations. Over the years we have established relationships with representatives of these agencies and have learned how best to deal with these government officials. We also advise individual clients who have fallen behind on federal or state income taxes, pursuing all options available to them including installment plans and Offers in Compromise. Our extensive experience in taxation also allows us to more thoroughly serve our clients' corporate needs, as taxation permeates so many of our practice areas including M & A and corporate finance.

Tax in Controversy

We have direct Tax Court experience. As taxpayer advocates, we can handle any bona fide matter from audit through appeals and through the tax court system if necessary. Our firm has provided support and has effectively resolved matters involving considerable nuanced Code and case analysis.

Penalties

We can defend, and have a successful track record with resolving individual tax penalties, including complex I.R.C. Sec. 6694 and Circular 230 practitioner matters.

International Tax and Transactions

As the global economy expands, more Colorado-based businesses find themselves doing business overseas. The options are numerous: outsourcing, manufacturing, distribution, technology transfers, joint ventures, and so forth. We continually stay abreast of global legal and tax developments that affect our clients and their businesses. We have advised clients and structured transactions involving England, Bhutan, Canada, Venezuela, Panama, Mexico, Lithuania, China, India, Singapore, Hong Kong, Philippines, Western Europe, and other countries around the world. The firm's principal, Howard O. Bernstein, authors the International Business Transactions chapter of the Colorado Bar Association's Practitioner's Guide to Colorado Business Organizations and moderates the International Commercial Transactions Continuing Legal Education Program for the Colorado Bar Association.

Practioner Compliance

If you as a tax practitioner, preparer or even an attorney may have "touched" a client's tax situation, you are likely regulated by the IRS under Circular 230. If you have questions on how you may be affected, or if you require consulting on a case at your firm, we can provide expertise and qualified opinions in a timely and effective manner.

Marital Dissolutions, Family LLCs and Trusts

We are happy to work with domestic law attorneys for tax strategies and potential future liability analysis for their clients undergoing dissolution, other separation, or are contemplating premarital agreements. Certain tax advantages or disadvantages are experienced typically when couples split qualified retirement accounts or other qualified or tax advantaged assets. Other times, one or another spouse may have incurred tax liabilities that may carry forward to the separating spouse. In other cases, one spouse may hold an interest in a parental-grantor trust or other planning device. If your client's case involves expectancies, such as in trust or third-party succession planning devices including family limited partnerships, LLCs, or other business entity structures, we can be available for consultation on valuation, vesting of interests and marital share assessments.

Real Estate and Construction

Real Estate

We represent homeowners and homeowner associations faced with construction defects. We represent clients in quiet title matters, boundary and easement matters and various other property disputes. Changing titles to or from joint tenancy or tenants in common, even between family members, can have consequences most homeowners do not anticipate, including some tax ramifications. We advise on optimal forms of holding title for probate avoidance, planning, family transfers or transfers to LLCs or trusts.

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Employment Law

Our experience includes a wide range of labor and employment issues, from emergency matters requiring immediate relief to litigation or alternative dispute resolution. In addition, we are very proactive and advise clients on policies and practices to avoid litigation.

The focus of the attorneys in the employment and labor department is to assist clients with the compliance requirements for the myriad of applicable federal and state employment laws. Our attorneys are familiar with virtually all aspects of employment, including: advising commercial clients in the areas of pay classification and pay practice, employee discipline and termination, interviewing and hiring regulations, protecting intellectual property (including non-compete, non-solicitation and trade secret agreements), wage and hour laws, discrimination, internal investigations, workplace violence, privacy protection, employee handbooks and employment policies, social media policies, corporate codes of conduct, executive compensation, employee benefits and employment agreements. Jennifer Lorenz co-chairs the Employment Law Section of the Boulder County Bar Association, and Howard Bernstein has given presentations on employment issues to the Boulder County Bar Association and the American Association of Attorney-CPAs

Litigation

We are a full service civil litigation firm that provides cost-effective solutions to a wide range of individual and business disputes. Civil litigation is a general reference to lawsuits for damages based on contract, fraud or other wrongs, and many other civil disputes. Disputes in the areas of real estate, insurance, small business, and consumer rights also fall within this broad category, in both state and federal courts. There are often several ways to reach a resolution, including mediation, arbitration, and litigation.

Commercial Litigation

When litigation is necessary, our attorneys have experience in trying cases involving a wide variety of commercial disputes including protection of proprietary information, shareholder disputes, business investment and sale, landlord tenant disputes, leases, fraud, conversion, breach of fiduciary duty, misappropriation, construction and design cases and breach of contract issues.

Entertainment Law

We create private placement memoranda for film, television and performance financing, draft licensing and production agreements using our intellectual property experience, create entities to protect artists from personal liability and recommend structures to take advantage of favorable tax treatments. We represent Colorado clients within the state as well as in entertainment hotbeds such as New York and California. We have preparered, reviewed and negotiated agreements for authors, photographers, songwriters, screenwriters and bands.

Estate Planning: Wills, Trusts, Gifting and Probate

"Tax avoidance is divine, but tax evasion is a crime."

If you are looking to completely avoid estate taxation, there are options. One option may be to live forever. If this is not a viable alternative as you foresee it in your case, then allow us to provide some other, perhaps more feasible choices.

Everyone's different We don't treat our clientele like cookie dough (or dough of any sort)! Don't expect to walk through the door and come out with a form will and trust with maybe some living will sprinkled on top. Yes, we do recommend that clients have an executed will. And maybe a trust is a good idea. But often, it's just so much overkill. Most people don't actually have (or anticipate) a taxable estate. Many people do worry about what's actually important to them. Do you have young children, a favorite charity, or a family member with special needs? Or are you in a nontraditional family where the state laws of succession may not work for your partner or others?

Find the plan most suited to you and your family
At our firm, we take the time to find out what that means to you. We would consider: if you are married or single, or nontraditional, the age of your children or grandchildren, family dynamics and your values. We then look at your level of financial security and risk.

If tax planning is prudent, we can create the plan. Estate planning is not a side practice for us. Truly, it is a complex area of tax law. Consider also that once you're gone, you're gone (sorry to say) and only your documents can speak for you legally. You need to trust the professionals you pay with your real money to know what they are doing when they prepare your rather intangible plan. Our firm has the specialized expertise to provide custom work on a personalized basis and with the background and experience in the intricacies of tax law to provide the assurance you require that the plan will work when your loved ones need it.

Some of the tools in our kits may include:

Simple Wills
Revocable or irrevocable trusts
Planned gifting
Family business structures
Joint family trusts
Life insurance trusts
Disclaimer wills
Planned charitable giving
Business and investment succession planning
Generation skipping
Chronic illness care
Qualified domestic trusts
Personal residence trusts

If you don't need it a complex solution, we keep it simple.

It' s an uncertain tax future. What can we do?
No estate tax this year, who knows whats next year. We've walked the tightrope between flexibility and tax structure and strict construction for several years now. All the experts we've heard do predict there will be an estate tax in some form or another for years to come. We don't expect the rules to change too dramatically. We can still plan for contingencies.

International and Noncitizens
If you or your spouse is a noncitizen, your estate may be subject to a much lower exemption. If you have offshore property or expectations, different rules may apply to you. If you have such concerns, don't hesitate to call us.

Probate
We view probate as a cooperative effort to close a transitional chapter in a life. If you are the personal representative (or executor) of an estate and need guidance on the process, we can provide as much or as little support as you may require, in a cost effective and personalized basis.

Marital Dissolutions
If you are going through divorce, you may wish someone is in a probate, but realistically, that person is still alive and relatively well. If you or the other has a family trust, family limited partnership or LLC, you may have issues regarding vesting, valuation, or succession. A trust or other family succession or estate planning device is not necessarily a "mere expectation." There may be a marital asset under Colorado law. This can become litigious; try not to let it get there. We can help work it out in as fair an approach as practicable. We understand the lingo and the law.

If your settlement requires some protection in trust for a minor or special needs child, such as a requirement for life insurance to assure child support, let us know if we can support you by drafting a life insurance or special needs trust.

Special Needs
If you are parents for an adult or minor special needs child, and you have concerns for their continued support in the event of your passing, please call us. Allow us to discuss whether we can provide any help in setting up a trust for your child or other family member's benefit. We understand that this can be a great challenge for families.