Business & Corporate

Couzens Lansky is a full service business law firm, providing services to individuals and businesses of all sizes.  Whether you are an entrepreneur forming a start-up, or an already established business, we provide comprehensive services to our business clients including entity formation, governance, day-to-day transactions, tax planning, employee benefits, real estate, succession planning, sales and terminations of business entities, mergers and acquisitions, commercial litigation and resolution of business disputes.

Business Formation & Planning

Our business lawyers can help you understand the tax and legal considerations of all types of business entities, including:

  • Sole Proprietorships
  • C Corporations
  • S Corporations
  • Professional Service Corporations (PC)
  • Limited Liability Companies (LLC)
  • Professional Limited Liability Companies (PLLC)
  • Limited Partnerships (LP) and General Partnerships (GP)
  • Limited Liability Partnerships (LLP)
  • Trusts

We work with clients to carefully structure, negotiate and draft the necessary organizational documents relating to the formation, capitalization and operation of the business entity.

Business Operations

Our lawyers are experienced in the drafting, negotiation and review of all types of business related contracts and agreements, including:

  • Articles of Incorporation and Articles of Organization
  • Buy-Sell Agreements
  • Bylaws and Operating Agreements
  • Commercial Lending Documents
  • Deferred Compensation Agreements
  • Employment and Noncompetition Agreements
  • Independent Contractor Agreements
  • Joint Venture Agreements
  • Membership Interest/Shareholder Agreements
  • Non-Disclosure/Confidentiality Agreements
  • Promissory Notes and Security Documentation
  • Membership Interest/Stock Purchase Agreements
  • Real Estate Leases and Purchase Agreements
  • Vendor/Vendee/Supplier/Representative Agreements
  • Website Terms of Use/Privacy Policies

Buy-Sell Agreements

A buy-sell agreement is one of the most important tools for closely-held business owners to ensure a successful transition in the event of a co-owner’s death, disability, retirement or sale of interest in the company.  Our lawyers will work with your business, and your other advisors, to develop a comprehensive agreement among the co-owners including what events trigger a sale or purchase, the purchase price and formula to value the company, financing arrangements and other considerations.  Buy-sell agreements are important for every private business owner, whether the entity is a corporation, LLC or partnership.

Commercial Transactions

Our business lawyers handle a multitude of commercial transactions for our clients, including equipment leases, requests for quotes/proposals (RFQ/RFP), bids, purchase orders, terms and conditions and related documentation in the purchase or sale of goods or services, contracts with customers and suppliers and warranties and disclaimers.

Family Business Transition & Succession Planning

Our firm has helped hundreds of closely-held and family-owned businesses successfully pass the reigns from one generation to the next.  Implementing a succession plan for your business can ensure the business’ continuation after a change in the ownership or management of a business and help transition the business from the current owners to future owners.  Whether you are contemplating transferring a business to your children, or exiting the business without future family involvement, we can help your business transition with the following services:

  • Negotiating and facilitating structured buyouts
  • Analyzing potential tax consequences of gifting the business
  • Addressing future management, taxation and insurance issues
  • Assisting with other aspects of business succession planning, such as implementing or amending buy-sell agreements and setting up a family limited liability company or family limited partnership


Whether you are a potential franchisee or an existing franchisor or franchisee, we can assist you with all aspects of franchise law, including reviewing or drafting a Franchise Disclosure Document and Franchise Agreement, selling or terminating a franchise or disputes involving a franchise.

Intellectual Property & Internet Law

We help our clients secure, protect and transfer their intellectual property (IP) assets, such as copyrights, trademarks, Internet domain names and trade secrets.  We also have the knowledge and experience to assist our clients with many legal issues relating to the Internet and computer software.  Our IP and Internet law services include:

  • Drafting, reviewing and negotiating software license agreements, shrink wrap licenses and click-wrap agreements
  • Advising clients on ownership of software and hardware code, enhancements, installation, troubleshooting, bug fixes, user training and other software/hardware purchases and services
  • Drafting, reviewing and negotiating software programming agreements
  • Advising on independent contractor and employee ownership issues in the development of software and the associated IP issues
  • Internet presence matters, including:
    • Data privacy and security
    • E-commerce and electronic signature laws
    • Obtaining and maintaining rights to domain names
    • Domain name disputes and cybersquatting
    • Drafting, reviewing and negotiating website development agreements and linking agreements
  • Trademark advice and registration, including performing trademark searches, applying for trademark registration and maintaining trademark registration
  • Copyright advice and registration, including obtaining copyright registration for works such as books, music, artwork and software

Mergers & Acquisitions

Our business lawyers have vast experience representing both buyers and sellers in M&A transactions.  We have served clients in a wide range of industries, including hospitality, retail, health care, medical and dental practices, information technology, restaurants/food service, auto industry and manufacturing.  From due diligence to successful closings, we have the tools to see our clients through the multitude of issues that may arise in the course of a transaction, including real estate, environmental, employment/labor, intellectual property, liquor licensing and tax issues.

Nonprofit & Tax Exempt Organizations

The laws governing nonprofits and tax exempt organizations are highly regulatory and complex.  Our lawyers have experience advising clients in the formation of a nonprofit, day-to-day operation, obtaining tax exempt status from the IRS, governance and tax issues and succession planning.  Representative nonprofits include:

  • Private family foundations
  • Public charities
  • Business and trade associations
  • Educational institutions
  • Health care organizations
  • Homeowners’ associations
  • Religious organizations
  • Social clubs
  • Social service organizations

Qualified & Nonqualified Retirement Plans

We have assisted many small and medium sized businesses in establishing tax qualified and nonqualified retirement plans.  Qualified retirement plans, such as profit sharing, 401(k), SIMPLE IRA or 401(k), pension, defined benefit, simplified employee pension (SEP) and employee stock ownership (ESOP) plans can be a valuable tool to reward employees and offer tax savings to employers.  In addition, our firm has experience drafting nonqualified deferred compensation plans for key employees, which can be used to provide additional long-term savings or retirement benefits to executives.