Business Organization and Planning

Business Organization, Planning, and Contract Negotiation and Drafting

Members of the Firm literally wrote the book on Minnesota business and corporate law. Advising Minnesota Corporations and Other Business Organizations, Second Edition [three volumes, hardbound] is the principal Minnesota business law practice treatise used by lawyers, judges, and academicians to understand all areas of the law affecting Minnesota businesses and employees. In print for over fifteen years, this authoritative multi-volume set has become an established reference across the state. Due to its wide acceptance and authority many prominent Minnesota attorneys have contributed to the authoring of an expanded second edition (2011) with contributions from Brett Larson and other members of our firm. Mr. Larson served as Production Editor for the treatise in addition to serving as a contributing author. The second edition includes forewords from the deans of the University of Minnesota Law School, William Mitchell College of Law and Hamline University School of Law.

Members of the Firm have also authored numerous articles and have taught numerous seminars on various subjects related to business organization and planning. Recently, Brett Larson authored Minority Shareholder Protection: Practical Implications for Business Planning, published in the Minnesota state bar journal in 2012.

Saliterman & Siefferman’s business and corporate law practice group counsels start-up companies with respect to formation, business planning, and initial capitalization. We counsel more seasoned companies through the creation of corporate policies, the filing of periodic reports, and the maintenance of shareholder relations. We also guide companies as they enter into joint ventures and execute mergers and acquisitions.

In addition to business formation and capitalization, we assist our clients in:

  • Business Set Ups, Sales and Purchases, Mergers and Acquisitions
  • Corporate Governance and Internal Relationships
  • Employment and Employment Agreements
  • Shareholder, Partnership, and Member Control Agreements
  • Minority Shareholder Interest Protection
  • Major Interest Control Planning
  • Executive Employment and Compensation Planning
  • Contractual Drafting, Negotiation, and Enforcement
  • Public Company Disclosure Issues
  • Acquisition Strategies
  • Corporate Restructuring
  • Basic Tax Planning (with definitive input from CPAs retained by client)
  • State and Federal Securities Law Compliance, including Insider Trading Policies
  • Intellectual Property Licensing and Protection
  • Corporate Internal Investigations
  • Special Litigation Committees (SLCs)
  • Investigation by and Litigation with Governmental Authorities
  • Investigations of Businesses and Individuals
  • Joint Ventures
  • Debt and Equity Financing
  • Real Estate and Leasing
  • Franchise Organization and Enforcement
  • Filing and Enforcement of Trademarks and Copyrights
  • Licensing and Regulatory Issues
  • General Litigation Committees
  • Environmental Issues
  • Trade Secret and Noncompete Agreements and Enforcement in Litigation
  • Business Purchases and Sales, Mergers
  • Appearance at Shareholder and Board Meetings
  • Promissory Notes, Loan Agreements and Renegotiation, and Litigation
  • Bank and Lender Litigation
  • Insurance and Insurance Litigation

We have a long tradition of serving all the legal needs of our clients throughout Minnesota. Corporate counseling involves knowledge in a multitude of legal disciplines and we have attorneys with the experience and expertise necessary to provide such service. We can assist you in all your legal business needs.

Representative Experience:

  • Perhaps 40% of the law firm’s work as general counsel is incident to formation and capitalization of businesses or newly formed enterprises, either initially by individuals or by groups of  entrepreneurs/investors and contemplated principle operator or organizers or, related, persons who are in a position of transition from former employment opportunities ranging from high officerships at major corporations to lower-level employees seeking to start up and operate a business enterprise. (The Firm itself is a startup firm which was established after Mr. Saliterman’s completion of a 3½ year tour of duty with the U.S. Navy in 1976.)
  • Over the past 37 years, since its founding in 1976, Saliterman & Siefferman, P.C. has served as general counsel to several very small start-ups and small businesses.  It has also served as general counsel to major Minnesota-based national and international businesses.  People assisted have included investors, officers, shareholders, owners, lenders, principals, and employees.  These businesses are headquartered in the Twin Cities metropolitan area and in several other cities and rural areas throughout the state.  These businesses have included one of the largest duty-free retail store chains in America, chains of small inns and innkeepers, bank chains, convenience store chains, and several automobile dealerships and a national major manufacturer motor vehicle dealerships trade association.
  • It has also served as counsel to nursery businesses and businesses associated with the agricultural industry.  It has served as counsel to securities firms, law firms, individual lawyers, accountants and financial planners and advisors.  It has served as counsel to healthcare professionals and their clinics/professional organizations, including doctors and dentists.  It has also served as counsel to persons in the architectural and engineering professions.
  • The Firm has also often served, on separate occasions, as franchisor, and as franchisee counsel, incident to the franchisor startups, setting up or registration, acquisition, and operation of franchises, as well as to area franchisee/franchisor legal counsel.
  • The Firm has served as general counsel to a Minnesota based international precious metals purchasing organization.  The Firm acts as general counsel advising this client in all legal matters including licensing and compliance, corporate organization and governance, employment related matters regarding its over 100
    employees nationwide, enforcement of its trademarks, real estate matters and general litigation matters nationwide.  Mr. Larson, who is originally from North Dakota, also serves as lead personal attorney to the owners and founders of this corporate client, representing them in real estate, estate planning, and other personal legal matters.
  • The Firm has served clients in trademark searches, registrations, policing and infringement litigation, distribution litigation, and regulatory leasing actions throughout country.
  • Mr. Larson negotiated and drafted all documentation necessary to reorganize a locally owned airline including corporate ownership, governance and debt and equity financing.
  • Mr. Larson counseled a well established national business to reorganize and structure a flexible and tailored buy sell agreement and shareholder agreements.
  • Mr. Larson counseled a local advertising firm in negotiating and establishing an ownership and governance structure and drafting all documentation to put this structure in place.
  • Mr. Larson counseled and reorganized an internet ticket brokerage under Bahamian law in light of trademark and related issues in California.
  • Saliterman and Siefferman attorneys have organized and counseled organizations in structuring non-profit entities organized for charitable and political purposes.
  • The Firm has served as general counsel to an out-of-state based non-profit corporation which was organized to support programs focused on health, wellness, and hydration nationwide.  The Firm has acted as general counsel advising this client on a variety of legal matters including organization, governance, compliance, real estate, fundraising, banking, and other matters nationwide to promote the foundation’s effectiveness and reach.
  • The Firm represented a founding shareholder of a Minnesota based Department of Defense Contractor in shareholder and employment litigation.  The Firm also represented the shareholder through litigation and resolved the dispute on terms favorable to the client including a continuing business relationship between the defendant company and the Firm’s plaintiff client.
  • The Firm represented Plaintiff in first major corporation share transfer litigation of a Minnesota Professional Corporation’s share or ownership units in Minnesota; believed to be the first major case under Minnesota’s then new Professional Corporation Act.  This  case, which eventually was in The Supreme Court and established law regarding free transferability of shares, absent a share purchase agreement or other written restrictions, to other professionals regardless of within private practices.  The trial was held in Hennepin County Probate Court.  The shares were assets of
    decedent’s estate (himself a major Minnesota attorney and  partner/shareholder in the professional corporation).
  • The Firm represented the owner of a Minnesota based bridge gap lender with over $580 million in circulation, including providing advice and counsel on real estate, collection, and banking related disputes nationwide.