New York

Cutner & Associates, P.C. 9 East 40th St. New York, NY 10016 Tel: (212) 759-1818 Fax: (212) 486-1600 Business Transactions and Counsel If you are considering setting up a new business in New York, or buying or selling a business, you will need a skilled and experienced business law attorney to help you structure the transaction, to protect your interests by preparing necessary contracts, and to advise you regarding compliance with regulatory requirements. At the law firm of Cutner & Associates, P.C., in New York City, we provide general business counsel to enterprises doing business in New York, from the metropolitan area and the tri-state region, including New Jersey and Connecticut, and from other states and countries. Business Formation Attorneys The first decision to make when starting a new business is the choice of business organization. The business law attorneys at Cutner & Associates, P.C., advise clients regarding the advantages and disadvantages of different business forms, including: * sole proprietorships * partnerships * limited liability companies (LLCs) * limited liability partnerships (LLPs) * subchapter S corporations * corporations * joint ventures The firmÂ’s attorneys draft all documents necessary to maintain a business in good standing under applicable laws. Such documents include, for corporations, by-laws, corporate resolutions, minutes of directorsÂ’ meetings, and notices. The firm also assists clients with shareholder and director meetings, and required annual filings. For limited liability companies, the firm organizes the company and prepares the LLC Operating Agreement. Business Contract Lawyers The business law attorneys at Cutner & Associates, P.C., advise clients regarding all types of business and commercial agreements. In addition to providing counsel in the negotiation of commercial contracts, the firmÂ’s attorneys review and draft most types of business agreements, including: * Purchase Agreements * Employment and Severance Agreements * Shareholder Agreements * License Agreements * Distribution Agreements * Royalty Agreements * Leases * Non-Competition Agreements * Confidentiality Agreements General Business Advisory Law Firm Cutner & Associates, P.C. also advises clients on general corporate matters, such as mergers and acquisitions, purchases and sales, corporate finance and regulatory matters. In addition to the general business counsel provided by Cutner & Associates, P.C., the firm also handles most types of business and commercial litigation Contact Cutner & Associates, P.C. to schedule a confidential consultation with the firmÂ’s business law attorneys.

ELLIOT R. POLLAND 220 East 42nd Street New York, New York 10017 Phone: 212-338-0700 Fax: 212-338-0093 Corporation and Partnership Dissolution-Rights of Minority Shareholders "Breaking Up is Hard to Do". Nowhere is that phrase more true than in the dissolution of a business relationship. After years, and often decades, dedicated to a business, people often find that they can no longer get along with their partners, whether due to personality differences or different goals or expectations as to the direction the business should take. When there is equal ownership, either the entity becomes deadlocked and ceases to function, in which case judicial dissolution is available, or the partners/shareholders decide to dissolve the business, i.e. voluntary dissolution. However, when ownership is not equal, frequently the minority partner/shareholder finds that he/she is being forced out or squeezed out of the business, whether by unequal monetary treatment, being locked out of managerial participation or by more subtle, but no less effective, means. New York provides protection for shareholders who are being subjected to oppressive conduct by the majority shareholders of a corporation. In addition to shareholder derivative actions, and actions against the directors and officers for breach of their fiduciary duties, a minority shareholder can bring an action for dissolution of the corporation based on the oppressive conduct of the majority or looting or corporate waste. This provides a means of redress when a minority shareholderÂ’s "reasonable expectations" are not met. Obviously this area of law is complex and cannot be described fully here and consultation with an experienced business litigator is strongly suggested.

New York Office 400 Park Avenue, 14th Floor New York, NY 10022 tel: 212.688.5900 toll free: 800.496.5900 fax: 212.688.6151 Top Corporate Lawyers - Litigation Business Law Lawyers - Arbitrations Business Lawyers - Investment Adviser Compliance Top Corporate Lawyers - Securities Business Law Lawyers - Representation Business Lawyers, Top Corporate Lawyers, and Business Law lawyers Business litigation and business lawyers: If you are looking for top corporate lawyers, Shustak & Partners is the firm for you. Our nationwide practice has offices in New York and San Diego with the top business law lawyers available for you. Our firm has handled complex litigations and trials in Federal and State courts throughout the country involving a wide variety of business legal disputes. Top Results from top corporate lawyers The Firm's business lawyers have successfully handled hundreds of litigations and arbitrations and have helped our clients save millions of dollars as well recover large losses. While results will vary depending on the facts of the case, our business law lawyers have handled cases dealing with a wide variety of business disputes and securities fraud. We have a strong background in dealing with breach of contract, intellectual property law including copyright and trademark infringement. Shustak & Partners' business lawyers are able to competently and aggressively handle claims of unfair competition and unfair business practices as well as most other types of business law, including: * Partnership and Shareholder Disputes, "Business Divorces" * Minority Shareholder Squeeze-outs and Freezeouts; and Shareholder Derivative Claims * Ponzi Schemes, Investment Scams, Insolvencies and Receiverships * Bankruptcy Litigation, Business Reorganizations and Work-Outs * Real Estate Disputes * Mechanic's Liens and Foreclosures * Employment Terminations; Stock Options * Contract Disputes Catering to your business law lawyer needs Let our personable top corporate lawyers cater to you. Our "boutique" style law firm is unique in its ability to handle the most complex legal matters, while providing our clients with close, personal service -- not often available at larger, less intimate firms. This high quality of attention that we offer allows us to attend to your business lawyer needs while still being efficient, competitive and thorough in our handling of legal matters. Our locations in New York and California allow us to continue that attentive care throughout the country. So no matter where your business is you are not too far from one of our top business law lawyers.