Closely Held Business

Davis Malm's closely held business attorneys concentrate on solving the unique problems that confront family and small businesses. This team approach arose out of the recognition that these businesses have unique problems that must be addressed in a comprehensive manner.

Our interdisciplinary team invokes years of experience and the expertise of seasoned lawyers practicing in the areas of business, tax, and litigation. We are prepared and equipped to address each stage of family and closely held small business development, including initial selection of the appropriate business form, financial structure, access to capital, corporate and family tax planning, corporate governance, generational succession, and estate planning designed to protect the integrity and value of the business. In addition, our transactional attorneys have assisted small businesses in numerous mergers and acquisitions, joint venture agreements, split-offs and spin-offs, and repurchases or redemptions of founders' shares.

For owners of family and small businesses who are confronted with problems that cannot be resolved, our litigators have extensive experience in arbitrating and trying these cases. Our attorneys led the team that won the landmark Demoulas litigation, which included shareholder derivative claims and was believed to have resulted in the largest judgment ever achieved, up to that date, in Massachusetts. We bring to our clients' issues not only a keen awareness of how to anticipate and resolve problems at the earliest possible stage, but years of winning experience.

We provide:

• Ongoing business counseling to many family and closely held businesses.
• Designs for the most tax-effective strategies for transferring wealth accumulated during a successful business career to succeeding generations while also ensuring ample post-transition owner income.
• Counseling on optimal techniques for selling to management or larger employee groups, including planning for employee stock ownership plans (ESOPs), which offer significant tax benefits to buyers and sellers.
• Client-centered buy-sell and governance agreements establishing a clear plan on how the business will be managed, how owners will be paid upon retirement, and how their estates will be compensated upon their death.
• Representation in dispute resolution forums, including mediation and litigation support in matters related to business succession and corporate governance issues.

Representative Matters

• Closed a $39 million stock sale on behalf of the sole shareholder of an entity providing wireline services to gas and oil-field production companies.
• Represented a closely held New England manufacturer in structuring employment arrangements with its senior executive team, including establishing stock option plans.
• Guided a family-owned manufacturing concern through a tax-free split-off of its packaging materials business unit.