Business Law
Corporate Counseling
Howard O. Bernstein, P.C. offers counseling to individuals who plan to establish
a business. We offer entity packages to establish 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.
Securities Offering and Regulation
The Securities practice at Howard
O. Bernstein, P.C. focuses primarily on private
placements and other exempt securities offerings.
We also have a keen understanding of Colorado securities
laws. We pride ourselves on our ability to quickly develop private placement
memoranda, so that the company can begin the process of raising money
promptly, bringing the goals of the business that much closer to fruition.
Intellectual Property - As part of our goal of providing a full range
of corporate and business advice and counsel, we have an extensive intellectual
property practice. We handle everything from trademark and copyright
registration to 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
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,
corporate finance and securities.
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
in Canada, Venezuela, Panama, Mexico, Lithuania,
China, India, 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.
Tax Preparation
Howard O. Bernstein, P.C. offers full service tax preparation services to individuals, Corporations,
LLC/Partnerships, Non-profit Corporations, and Estates/Trusts.
Real Estate and Construction
We represent homeowners and homeowner associations
faced with construction defects. We also represent
clients in quiet title matters, boundary and easement matters and various
other property disputes. We assist with clearing title to real estate
after death. We also assist with the filing of or in defending mechanics
liens and other property liens.
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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 all aspects of employment. They have experience advising commercial
clients in the areas of pay classification and pay practice, employee
discipline and termination, interview 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, corporate codes of conduct, executive compensation,
employee benefits and employment agreements.
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,
derivative actions, 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 structure 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.
Estate Planning and Wills
Our estate planning practice is broad-based and includes
the following areas of estate planning law:
Wills
Trusts / Asset Protection / Probate
o Revocable / Irrevocable
o Generation Skipping
o Marital Trusts
o Personal Residence Trusts
o Life Insurance Trusts
Durable Powers of Attorney
Healthcare directives / Living wills
Prenuptial Agreements
Marital Agreements
