CORPORATE REPRESENTATION AND TAX PLANNING

Safford & Baker specializes in the representation of small- and medium-sized businesses. Our attorneys can assist in the following areas:

• Entity Formation
  We analyze the needs of our clients and recommend the type of business entity that is most beneficial to each individual client. We structure and form corporations, limited liability companies, and general and limited partnerships, as well as prepare the proper documentation for these entities. Our expertise extends to negotiating the relationships between their shareholders or members and drafting special corporate bylaws, Section 488 shareholder management plans for Michigan corporations, limited liability company operating agreements, partnership agreements, and buy-sell and voting agreements.

• Closely-Held Businesses
  Our attorneys understand the needs of closely held business owners. Personal, family, and business issues are often interrelated in these types of entities. Consequently, the need for unambiguous agreements among the owners is essential. Succession planning is also a key component of these types of organizations. Typically, we are active in the preparation of agreements, as well as providing succession and tax planning, which maximize the benefits of ownership and minimize taxes on future generations.

• Venture Capital and Start-Ups
  We are actively involved in representing start-up technology businesses. In addition to general corporate representation, we assist these companies in structuring corporate financing offerings, developing their business plans (for use in financings), and structuring their capital formation plan.

• Nonprofit Organizations
  We assist various types of business entities, including non-profit organizations. In the scope of this representation, we assist the entities in qualifying for tax-exempt status under the Internal Revenue Code. We advise our clients on the appropriate IRS rules, prepare the necessary tax-exempt applications, and counsel our clients as to how to maintain their tax-exempt status.

• Contract Drafting and Review
  Our attorneys are proficient in the drafting, review, and negotiating of a wide variety of legal contracts on a cross-national basis. Typical contracts include supply agreements, franchise agreements, financing agreements, and manufacturing and distribution agreements.

• Business Sales, Mergers, and Acquisitions
  We represent clients that are purchasing or selling their companies (assets or stock). We assist our clients in structuring the deals, drafting and negotiating the appropriate documentation, as well as complying with applicable federal and state securities laws.

• Private Securities Offerings
  We are experienced in the issuance of securities on a private offering basis, including equity and debt securities, venture capital financing, and specialty securities, such as warrants and options. Our services include ensuring compliance with applicable federal and state securities laws and preparing the necessary disclosure documentation.

• Corporate Debt Financing
  Our clients borrow money from various sources. We have established relationships with several lending institutions and often assist in obtaining financing for our clients. We are actively involved in the negotiation of both asset-based and cash-flow borrowing.

• Business Taxation
  Tax consequences are a significant consideration in almost every transaction a business undertakes. We provide advice and counsel regarding federal and state taxation matters, particularly larger transactions such as entity formation, joint ventures, licenses, and corporate acquisitions.

• Employee Benefit Compensation Plans
  We provide counsel with respect to compensation plans for both executives and non-executive employees, including incentive and nonqualified stock option plans, stock bonus plans, employee stock option plans (“ESOP’s”), nonqualified deferred compensation plans, rabbi trusts, phantom stock plans, and similar compensation plans. In addition, we provide counsel on the design, structure, and implementation of tax-qualified plans such as 401(k) plans, profit-sharing plans, money purchase pension plans, and defined benefit plans.

INTELLECTUAL PROPERTY AND COMPUTER LAW

Safford & Baker attorneys have a substantial background in copyright law and licensing. Our representation in the copyright and related areas is worldwide in scope, involving distribution agreements and license agreements in the European Union, Australia, South Africa, Mexico, Brazil, and Russia.

We also have experience in “new media” law, in areas such as U.S. and European privacy law, multimedia licensing, database protection, e-commerce, electronic contracting, and website usage terms and conditions.

Safford & Baker also represents computer software developers and value-added resellers. Our representation in this area includes protection of the code itself, software licenses, software development agreements, application service provider agreements, software escrows, and internet content agreements.

ENTERTAINMENT LAW

Safford & Baker represents a wide-variety of individuals and companies in transactional entertainment law with a focus on digital media, publishing, television, film, copyright, trademark, and right of publicity law. Among our clients are Avanti Press, Inc. (publisher); Critical Moves, LLC (film producer); Pro-Motion Technology Group (audio-visual production); DM Films, LLC (independent film producer); Kingdom Productions, Inc. (television and film producer); Morrow Road Productions, LLC (film producer); Michigan Youth Arts Associate (non-profit festival producer); Michigan Classical Repertory Theatre (non-profit theatre company); On the Rialto, Inc. (Broadway marketing and sales); New Detroit Design Studio, LLC (art, illustration, and design studio); VoiceChair Productions (Off-Broadway theatrical producer); Detroit Chamber Winds & Strings; Motor City Brass Band; as well as other motion picture, television, and theater producers, writers, directors, performers, artists, publishers, and musicians.

LITIGATION

Safford & Baker works with its clients to help them minimize their litigation risks. When a dispute does arise, we are effective negotiators and often are able to resolve the situation without resorting to litigation.

When litigation cannot be avoided, our attorneys aggressively and effectively represent our clients’ interests. Our goal is always to reach the best possible result for the client, whether this means settling the case or proceeding to trial.

Successful litigation requires thorough case investigation, meticulous legal research, careful analysis, persuasive writing skills, and effective oral advocacy.  Safford & Baker’s attorneys have the experience and resources to successfully pursue claims and defend actions in state and federal courts, administrative agencies, and alternative dispute forums.

We provide both individuals and small- to medium-sized businesses with effective representation in various civil matters, including the following areas:

• Business and commercial disputes
• Dissolution of business entities
• Employment law
• Intellectual property
• Partner and shareholder disputes
• Securities