BUSINESS & CORPORATE

DUGGAN BERTSCH is a transactional law firm with a core focus on business and corporate representation for the entrepreneur and private client.

The Private Client usually has his or her own business, or his or her assets have risen to a level that the proper maintenance of the assets is a business in and of itself — or it is a combination of the two. We are cognizant of the business base of our clients and provide a full range of business and corporate services.
We serve as outside general counsel to numerous clients in a variety of industries and regularly represent clients in completing a full range of complex transactions.

Our Closely Held Business Practice Includes The Following Services:

Mergers and Acquisitions, including stock and asset acquisitions, sale transactions, recapitalizations, minority investments, joint ventures and equity transfers
Capital Markets, including private placements and other securities offerings
Securities Compliance
Corporate Governance and representation of Boards of Directors on such matters as Board structure and composition; independent director representations; special committee representation in connection with interested party, strategic and change-of-control transactions; and internal investigations
Employment Matters, representing both companies and executives in employment agreements and compensation matters and as well as drafting and reviewing employee handbooks and policies;
Banking and Finance Transactions, including the representation of lenders and borrowers in all types of lending and secured transactions, including asset-based lending
Financial Institution Regulatory Matters
Technology Contracts, including cloud computing services and technologies (such as SaaS, PaaS, and IaaS); software and application development and licensing; and technology consulting
Buy-Sell Agreements
Start-up Representation, including Entity Formation and Choice of Entity Analysis – Corporations (S or C), LLCs, LPs, LLPs, Financing Rounds (including Seed Financing) and Strategic Planning
Captive Insurance Companies

Business & Corporate News

Technology Contracts – What’s In Your Contract?

Almost every business is a party to at least one technology contract, such as a cloud service agreement, software license agreement, SaaS Agreement or a consulting agreement with a technology vendor. It can be easy to overlook these agreements. They are frequently printed in small font, can be difficult to read and may appear to contain nothing but “boilerplate” provisions. Continue Reading...

DB Alert: CARES Act Tax Relief

As we’ve outlined in our previous Newsletters, President Trump signed into law on March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (CARES Act or the Act). In addition to the Paycheck Protection Program offered to businesses to further support employee retention and maintenance of the business (See March 30th, CARES Act and Paycheck Protection Program (PPP) Client Alert), as well as other appropriations for health care and education needs, the Act provides various forms of temporary and permanent tax relief in an effort to supply additional liquidity to such businesses. A list of those relevant tax relief provisions is outlined Click Here To Continue Reading...

DB Alert: “CARES ACT” and PAYCHECK PROTECTION PROGRAM

Last Friday Congress approved and President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). CARES represents the third round of legislation responding to the ongoing Coronavirus virus, and is the largest economic and relief package in the Nation’s history. It provides over $2.2 trillion of funding geared toward providing cash flow and tax relief for small businesses and individuals impacted by the pandemic, and it will have a particularly significant impact on the closely-held private client. Read More....

DB Alert – ILLINOIS TEMPORARILY ALLOWS FOR REMOTE NOTARIZATION AND WITNESSING DUE TO COVID-19

The Order (as supplemented by guidance issued by the Illinois Secretary of State) generally provides that:

Illinois notaries may perform remote notarization by two-way, real time audio-video communication technology, provided that both the signatory and the notary are each physically within the State, and that the audio-video communication can be retained; Continue Reading...

Time to Reflect, Regroup, and Restructure

During unforeseen moments of adversity, mortality, and economic decline such as what we are all experiencing right now, it forces each of us to confront the realities of our situation, for better or for worse. While some of us may be sheltered in our homes with a little extra time on our hands, and others may have little time to spare as they scramble to stay in control of things, this is the perfect time to reflect, regroup, and restructure your affairs to either respond to or take advantage of your new reality. Specifically, this is the time for you to revisit your:

Estate Planning Documents
Asset Protection Structure
Wealth Transfer Planning
Reformation/Litigation of Contracts
Documenting/Securing Receivables
COVID Legislative Compliance/Guidance

Click Here to Read More...

Contract Cancellation and Force Majeure - Know your Rights and Consider the Consequences

As the world copes with COVID-19 and the necessity of social distancing, individuals and businesses must contemplate the legal ramifications of their contracts, and what happens when those contracts cannot or are not being performed. Most contracts contain termination and remedies provisions that may be implicated given the current health crisis. Additionally, many contracts include “Force Majeure” clauses, which are contractual provisions allocating risk when performance becomes impossible or impracticable as a result of an event that the parties could not have anticipated, such as acts of nature, riots, strikes, wars – or in this instance, a global pandemic. Force Majeure clauses are often overlooked as “boiler plate” language, but the current climate demonstrates the importance of careful drafting and consideration of the circumstances which might permit a contract to be cancelled. Continue Reading...