Business Counseling

Flora Pettit’s business counseling practice team has been privileged to work closely with a wide variety of businesses and institutions, from Fortune 500 companies to family-owned businesses, ESOP-owned businesses, startups, professional service firms, technology, publishing and telecommunications companies, manufacturers, retailers, transportation companies, agri-businesses and nonprofits, to highly regulated banking and financial services firms, insurance firms, health care institutions and educational institutions throughout Virginia. Our business counseling draws on the breadth of our firm’s specializations, including tax, intellectual property, technology, cybersecurity, data privacy, employment, employee benefits, real estate, financing, private capital formation, and business disputes, in addition to the regulatory laws applicable to particular industry segments.

From start-up, through conventional bank and private equity financings, mergers and acquisitions, joint ventures and alliances, to divestitures and dissolution, our experience helps clients achieve their objectives quickly and cost-effectively. Between these life cycle events, we support our clients with preparation of employment agreements and shareholders agreements, protection of intellectual property assets, handling of personnel issues, regulatory compliance support and commercial litigation.

Our services include:

• Company Formations and Conversions. Flora Pettit’s tax attorneys have significant experience in the selection of the optimal legal or tax entity form for a particular business, investment or venture, including C or S corporations, partnerships, limited liability companies, and business trusts. We also advise and assist existing businesses desiring to convert from one form of entity to another and advise clients on the use of multiple legal entities and subsidiaries to achieve various business, liability protection and tax planning goals.

• Mergers and Acquisitions. Our attorneys regularly represent buyers and sellers of businesses in asset and stock purchases or redemptions, mergers, and spin-offs. Our tax attorneys offer unique experience in structuring taxable and tax-free reorganizations, holding company formations and entity conversion transactions. We have significant experience with the due diligence process in mergers and acquisitions, strategic tax planning to maximize transaction values, and intellectual property due diligence and transfer. For more information, see our Mergers and Acquisitions page.

• Employee Incentives Taxation. We regularly advise clients with regard to the design and administration of employee benefit plans and arrangements for both executives and employees, including qualified and non-qualified employee benefit plans. We assist growing companies in structuring incentive compensation arrangements, deferred compensation plans, stock option and restricted stock plans and agreements. We also assist companies with the establishment of employee stock ownership plans (ESOP’s).

• Wealth Transfer and Estate Planning. Flora Pettit has an extensive practice in advising business owners and investors with respect to estate and gift tax planning and family trust and estate administration. A closely-held business or private equity investment can often constitute one of the most significant assets in an owner or investor’s estate, and early planning regarding the ownership and future disposition of such business or investment is critical to minimizing the impact of estate taxes and family circumstances or dynamics on their value. Business owners and “angel” investors also often have significant wealth, making them good candidates for sophisticated planning vehicles such as charitable trusts and private foundations, and equity discounting vehicles, such as family limited partnerships, grantor retained annuity trusts and family installment sales. To learn more, view our Estate Planning, Wealth Transfer & Estate Administration page.

• Intellectual Property and E-commerce. Our attorneys provide comprehensive counsel to business owners and companies relating to intellectual property, e-commerce and technology. We support and assist business owners and companies to devise creative and tax-efficient strategies to capture, protect, license and exploit intellectual property and technology. Our intellectual property practice includes prosecuting applications for federal and international trademark registrations, licensing software and patents, and negotiating technology development and services agreements. Our attorneys assist emerging companies with their Internet presence, including advising on matters relating to privacy and copyright infringement, drafting web-based agreements for the online licensing of software and interactive tools, and drafting appropriate terms of use (terms of service), privacy policies, acceptable use policies, and other agreements. We work closely with management to protect companies from the theft and misappropriation of critical business information and intangible assets by third parties and employees. We also assist businesses to take appropriate measures to respect the intellectual property rights of others, and to respond appropriately to claims of misappropriation or infringement. Our attorneys have experience with university technology transfers and have assisted companies with university research funding agreements under grants provided pursuant to the Small Business Innovation Research (SBIR) and Small Business Technology Transfer (STTR) Programs. For more information, view our Trademarks, Technology & Intellectual Property page.

• Cybersecurity and Data Privacy. Flora Pettit's cybersecurity team counsels companies regarding cybersecurity best practices and the proactive implementation of systems and strategies to safeguard their own information and third party information for which they are responsible. Our attorneys help clients develop and deploy information governance policies and systems to account for data security, data privacy, and contractual and regulatory compliance needs, and we conduct cybersecurity due diligence for clients engaged in M&A transactions. When an organization experiences a cybersecurity incident, it must react quickly and our data privacy lawyers regularly lead cybersecurity incident response investigations for our clients. In addition, our experienced data privacy lawyers counsel clients regarding the wide range of data privacy and security challenges that they face, including compliance with a broad range of state, federal, and international laws, including: the Virginia Consumer Data Protection Act (VCDPA), the California Privacy Rights Act (CPRA), the California Consumer Privacy Act (CCPA), and other state consumer data privacy laws, the Children's Online Privacy Protection Act (COPPA), the EU General Data Protection Regulation (GDPR) and the EU-U.S. Data Privacy Framework (and the former EU-U.S. Privacy Shield), and HIPAA and the HITECH Act. For clients who provide interactive websites, mobile apps, and other internet-based services, our data privacy and technology lawyers provide strategic advice and counseling regarding the design of the services and provide assistance with the drafting of appropriate terms of use (terms of service), privacy policies, acceptable use policies, and other agreements. For more information, view our Cybersecurity and Data Privacy page.

• Franchising. We regularly represent businesses in various industries operating under a franchise model. Our experienced attorneys offer regulatory compliance services to franchisors, including the preparation, updating, amending and required filing of franchise disclosure documents, as well as assisting with contractual arrangements between franchisors and franchisees and franchise system expansion. We also help prospective franchisees review and understand the franchise documents, including the franchise agreement and the disclosure document they receive from the franchisor, and assist them with negotiations with the franchisor, as needed. Our attorneys regularly work with current franchisees in connection with their ongoing operations, including franchisor-related issues and a variety of other legal issues involved their businesses.

• Emerging Growth Companies. Flora Pettit represents growth-oriented, technology-based businesses from formation (whether in Virginia or Delaware) through exit. We assist clients in developing sound business plans and in financing growth, commercialization and market penetration, whether by way of private capital or debt financings, intellectual property licensing, strategic alliances or joint ventures. Flora Pettit’s experienced tax attorneys assist clients in the selection of the optimal form of business entity, whether a corporation or limited liability company, and in designing equity incentives and executive compensation for key employees.

• Corporate Finance and Securities Offerings. Flora Pettit’s attorneys in Charlottesville and Harrisonburg have represented publicly traded companies, privately owned businesses, and private equity groups in equity financings and securities offerings, including in the context of mergers and acquisitions, registered offerings, private placements and venture capital financings (including convertible debt, preferred stock, warrants and limited liability company interests offerings), debt financings, tender offers, takeover planning, “going private” transactions and proxy contests. Our real estate and commercial finance attorneys support our corporate attorneys in connection with asset-based loans and other commercial debt financings (see: Real Estate, Finance & Development). We also handle all Securities and Exchange Commission and “blue sky” law filings in connection with private placements of securities (see: Securities and Private Equity).