Weiss Zarett Brofman Sonnenklar & Levy, P.C.’s, Commitment To Protecting Business
All businesses have legal needs that, if neglected, can overwhelm and undermine a promising outlook. It takes proactive, experienced legal service to ensure that these matters do not get out of hand.
At Weiss Zarett Brofman Sonnenklar & Levy, P.C., we commit our attorneys to the protection of your business’s future. No matter what issue you face, we can help you. We have built a reputation with businesses across New York, Pennsylvania and New Jersey with savvy advocacy and compassionate service.
How We Help Your Business
Whatever legal needs you have, we can help you. We’ve provided representation to clients ranging from small, starting businesses all the way up to large, national corporations in such matters as:
- Business entity formation
- Creditors’ rights and bankruptcy
- Corporate transactions
- Employment agreements
- Dispute resolution and settlement agreements
- Lending and finance
- Mergers and acquisitions
- Not-for-profit and religious corporations
- Shareholder and operating agreement
We also provide insight into issues of private equity and venture capital. Our services are for any company in need of thorough, detailed and experienced representation. Large and small companies turn to us with their most complex questions, and we give them the answers they need.
Frequently Asked Questions
Turn to our team of lawyers to get the answers that you need about your business questions. We can provide you with detailed, specific guidance on any issue – however, that will require a meeting. To help you understand your situation better before meeting with us, we’ve compiled the answers to some of the most common questions we get:
What is a secured transaction?
Effectively it’s a lending vehicle where you get a loan and use a form of collateral, often real estate collateral or assets such as accounts receivable and equipment inventory. These “collateralized loans” are often larger because they have more protection.
What does it mean to pierce the corporate veil?
You form a corporation – or a limited liability company – solely to protect yourself from personal liability. If you don’t follow proper corporate form, if you’ve commingled funds with your own personal funds, then there’s a compelling argument that there’s no separation between your personal and corporate finances. This places your personal assets at risk.
Piercing the corporate veil is not the easiest thing in New York law, but when you see the traits of somebody commingling funds, not following in corporate form, not holding meetings, and not keeping proper records, that gives you the avenue to pierce the corporate veil.
Do contracts need to be in writing to be enforceable?
Oral contracts are generally valid even if not supported by a written document. On the other hand, contract laws require certain contracts to be in writing in order to be enforceable, which include the following:
- Contracts involving the exchange of land or real property or an interest in real property (such as a real estate lease).
- Contracts where one party agrees to be responsible for another party’s debts. A common example is where the owner of an entity guarantees the entity’s obligations under a real estate lease.
- Contracts that cannot be fulfilled within one year of the start of the contract.
- Contracts for the sale of goods over $500 or a lease of goods over $1,000.
- Contracts to give property on or after death.
- Contracts to sell stocks and bonds.
However, if your contract does not involve any of the above but still contains the basic elements of a contract, you can enforce it.
Is a Letter of Intent a contract?
Such letters are common in the sale of business transactions, and they can be helpful in providing a foundation for the material terms of a transaction and for moving a transaction forward. However, a letter of intent may create significant problems if the transaction does not go forward. A letter of intent, if not carefully drawn, can bind the parties to the subject transaction if the letter of intent contains all the elements of a contract. If the parties wish to use a letter of intent, it is advisable to include language expressly confirming that the letter of intent is not binding on the parties.
What is the corporate practice of medicine doctrine?
The Corporate Practice of Medicine Doctrine is a rule in most states, including New York, which prohibits any individual or corporation other than a licensed physician or medical practice from employing a physician and providing professional medical services. The rule arises out of a public policy concern that allowing unlicensed individuals and corporations to provide medical services will lead to the commercialization of medicine for the sake of profits, which would be contrary to the best interests of patients. There are, however, exceptions to the rule, such as the employment of physicians by hospitals and other appropriately licensed entities.
An important distinction is that while only a physician may provide actual medical services to patients, unlicensed entities may provide ancillary services which allow the physician to treat patients. These entities are commonly referred to as “management companies” or “MSOs” (management services organizations) and may provide a variety of services, such as the provision of office space, equipment, furnishings, utilities, nonprofessional/secretarial staff, billing and collection services, medical record-keeping, and others.
Can a hospital purchase a physician practice in New York?
In New York, a hospital can purchase a physician’s practice, but it’s not as simple as that. In most types of transactions, the most important part of the transaction is how much money the buyer is paying the seller for the business. In New York, when a hospital purchases a physician practice, the most important part of the deal usually is not the purchase price for various reasons. Most physicians are looking for security, and the most important part of a deal, when a physician is selling their practice to a hospital, is making sure that the physician has a long-term relationship with the hospital and that the physician is relieved from the administrative burden of operating the physician practice.