Business Entities and Transactions

Leffingwell and Associates, P.C. provides counsel to a variety of closely-held and family businesses and their owners, as well as emerging growth companies and entrepreneurs. We assist clients in every stage of the life cycle of a business based upon each client’s specific legal and tax needs and business objectives. Our understanding of each of our client’s industries, experiences, and objectives enables us to provide creative and practical advice and solutions that are tailor-made to fit each client’s unique needs and circumstances. We counsel our business clients regarding tax issues as well as general legal and business matters and take pride in our ability to work as a team with a client’s investment, insurance, accounting, and other professional advisors in order to identify and accomplish the best overall business solution for a particular client.

We provide counsel to business owners and businesses with regard to entity formations, including:

• “C” corporations
• “S” corporations
• General partnerships
• Limited liability companies (“LLCs”)
• Limited liability partnerships (“LLPs”)
• Limited partnerships (“LPs”)
• Professional associations (“PAs”)
• Professional corporations (“PCs”)
• Professional limited liability companies (“PLLCs”)

We provide counsel to businesses undertaking mergers, acquisitions, conversions, and transfers, including:

• Asset purchase and sale transactions
• Buy-sell agreements
• Entity conversions
• Employee stock ownership plans (“ESOPs”)
• Management buy-ins
• Management buy-outs
• Recapitalizations
• Reorganizations
• Stock purchase and sale transactions
• Taxable and tax-free mergers and divisions

We provide counsel to our clients on securities matters, including:

• Corporate finance
• Leveraged buy-out transactions
• Offerings of unregistered private equity and debt placements 
• Private equity
• Venture capital

We provide counsel to our clients on equity and executive compensation matters, including:

• Cash bonus agreements and plans
• Deferred compensation agreements and plans
• Executive employment agreements
• Long-term incentive agreements and plans
• “Phantom stock” agreements and plans
• Restricted stock agreements and plans
• Stock appreciation agreements and plans
• Stock option agreements and plans

We provide counsel to our clients with regard to tax planning and controversies, including:

• Choice of business entity type and federal income taxation classification elections
• Federal income taxation classification conversions
• Federal tax audits and controversies
• “Dealer” versus “Investor” planning for real estate transactions
• Tax deferred or “1031” exchanges
• “1033” condemnations
• Installment sales
  • Tax-free reorganizations
  • Taxable acquisitions
  • Consolidated groups
  • Tax accounting methods
  • Financial products, including debt and equity offerings
  • Tax treatment of corporations and shareholders (including S corporations and consolidated groups)
  • Tax treatment of partnerships and partners (including limited liability companies and members)
  • Texas sales and use taxes 
  • Texas franchise tax
  • Real and personal property taxes
  • Tax credits and other incentives
  • Tax planning for mergers, acquisitions, and other transactions 
• Employee benefits
• “Substance versus form" issues
• Related-party income and deduction-reallocation issues

AV® Preeminent™ and BV® Distinguished™ are certification marks of Reed Elsevier Properties Inc., used in accordance with the Martindale-Hubbell certification procedures, standards and policies.