Denker & Muscarello attorneys assist clients in all aspects of the formation and management of their business structures, including, but not limited to, general corporations (both for-profit and not-for-profit), medical and professional corporations, limited liability companies (LLCs), partnerships, limited partnerships, and limited liability partnerships (LLPs). We counsel our clients with respect to choice of entity decisions, taking into account tax, management, growth, funding, wealth preservation, and other considerations. We also provide services relating to the proper maintenance of the business entity, including counseling our clients with respect to changes that may occur within the structure of the business over the course of its life.

Businesses exist to do business — an overly simplistic statement, but one that is often lost among legal practitioners.

At Denker & Muscarello, we facilitate successful business transactions. Combining legal experience with business insight and acumen, we provide both educated counsel to our clients as well as expertise in rendering to paper the deals existing in the minds of the principals at the table. We are experienced in constructing and drafting a multitude of contractual arrangements, ranging in complexity from simple two-party residential real estate transactions to highly complex multi-party commercial transactions. In each case, we strive to provide our clients with appropriate legal protections while maintaining focus on the big picture — the underlying business deal. We educate our clients as to the risks and benefits of varying approaches to closing transactions, enabling them to make informed decisions.

In many circumstances, Denker & Muscarello attorneys are engaged to serve in a “general counsel” or “corporate counsel” capacity on behalf of our corporate clients, where our clients effectively outsource oversight of company legal matters to the firm. In these situations, we work closely with the business principals to facilitate efficient business operations while at the same time freeing them from the burden of overseeing legal and compliance matters.

We bring to each transaction years of experience regarding pricing methodologies, risk allocation, business requirements, and other similar matters that form the core of a business contract. Having experience on both sides of the negotiation table, Denker & Muscarello attorneys have a heightened understanding of the pressure points, negotiated solutions, and standard compromises that may exist in any particular transaction. Armed with such knowledge and experience, we are in the best position to both negotiate and effectively document a deal so as to successfully protect our clients’ interests while simultaneously effecting a transaction the terms of which each party can meet.

There comes a time in the course of any business’ existence when it becomes embroiled in a dispute, such as problems with departed employees, breaches of contractual obligations, misconduct of officers and directors, etc.

At Denker & Muscarello, we view disputes from the perspective of both businesspeople and legal counsel, factoring into the overall equation matters such as the underlying economics of the dispute, the continuity of business operations, the likelihood of success in court, and the emotional toll such matters place upon its participants. We counsel our clients as to various approaches and potential solutions to the conflict so that they may take the path best suited for their particular needs and desires. If the client determines that formal legal action is necessary to protect its interests, Denker & Muscarello attorneys are experienced in all phases of the litigation and appeals process, as well as alternative dispute methods such as mediation and arbitration, in order to effectively represent our clients’ interests and be in a position to achieve the results sought.

It is inevitable that businesses expand, contract, and change over the course of their existence. The purchase or sale of a business enterprise is one of the most complex transactions a person or a firm can undertake. It has proved to be a make-or-break decision for leaders of many major corporations. And for many small business owners, the sale of a business is a once-in-a-lifetime thing.

Denker & Muscarello attorneys assist our clients with such matters and, teaming with our network of accounting specialists, counsel our clients with respect to business valuation and tax considerations, different methods of business combination or sale, and closely assist our clients throughout the entire course of the buyout and acquisition process.

Denker & Muscarello’s attorneys have a great deal of experience in commercial transactions involving technology — that is, the “buying and selling” of technology and related services, as well as the overall commercialization of our clients' products. Prospective clients include any business that uses information systems or technologies, as well as the vendors that provide such technologies and/or services related to them. The practice focuses upon the nature of the transaction — technology — rather than the particular industries involved. Consequently, clients of Denker & Muscarello come from all sectors of the broad spectrum that is today’s business world.

As with our experience in general transactional law, we bring to each technology transaction years of experience regarding pricing methodologies, risk allocation, service requirements, and other similar matters that form the core of a technology deal. Having experience on both the purchaser side and vendor side of the table, Denker & Muscarello attorneys have a heightened understanding of the pressure points, negotiated solutions, and standard compromises that may exist in any particular transaction. Armed with such knowledge and experience, we are in the best position to both negotiate and effectively document a transaction so as to successfully protect our clients' interests while simultaneously effecting a transaction the terms of which each party can meet.

Denker & Muscarello attorneys are experienced in the formation, structuring, and organization of venture capital, private equity, hedge fund, mezzanine finance, real estate, and other pooled investment vehicles. Additionally, our attorneys' experience also extends to representing both early-stage, privately-held businesses that are seeking investment and financing, as well as the firms or funds which seek to invest in or finance such entities. Having represented both ends of the transaction, Denker & Muscarello attorneys are experienced with the securities laws and the exemptions thereto, various forms of ownership and investment structures, warrant and option agreements, and other requisite elements that compose such deals.

Denker & Muscarello attorneys are experienced in representing private individuals and/or entities dealing with governmental authorities in annexation, development, and zoning transactions and hearings. Additionally, our attorneys have successfully challenged and overturned wrongful governmental actions in the courts of law. Denker & Muscarello attorneys also have experience in representing governmental entities in governance, transactional matters, defending governmental actions, and litigating disputes.

Denker & Muscarello attorneys are experienced in representing clientele in both residential and commercial real estate transactions. We work closely with our clients on such matters as buying and selling real estate, Section 1031 tax free exchanges, construction projects and agreements, as well as annexation, development, and easement agreements with governmental authorities. Additionally, Denker & Muscarello attorneys have experience in litigating real estate, construction, and annexation and easement matters in the event a dispute arises.

Denker & Muscarello attorneys are cognizant of many of the legal hurdles facing today’s medical practitioners. We counsel our health care clients regarding practice dynamics and assist our medical practice clients with the expansion and growth of their medical practices, including the purchase and sale of medical practices and groups. Additionally, Denker & Muscarello attorneys assist both our medical practice clients and our institutional clients with matters such as procurement and implementation of health care technologies, regulatory issues, physician recruitment and retention, and other common matters affecting the day-to-day operations of a health care facility.

The protection of a business’ intellectual property — generally speaking, trademarks, copyrights, patents, and trade secrets — has become of paramount importance in order to succeed in today’s fast-paced world. Denker & Muscarello attorneys effectively counsel our clients regarding the nuances of intellectual property law and work with our clients to implement a business strategy to maximize the value and protection of the business’ intellectual property assets, including the registration of trademarks with the United States Patent & Trademark Office and copyrights with the United States Copyright Office within the Library of Congress.