Business Counseling &

General Corporate

Business Counseling and General Corporate

We are committed to providing our clients practical, cost-effective advice designed to add value to their businesses. We can assist you in developing strategies to minimize your risk and help you to align your corporate and business goals within your industry.

We offer our clients advice and counseling regarding daily operations. These daily operations include corporate governance and compliance, commercial contracts, employment law, financing and tax. We act as general counsel and advise management, directors and owners about the full range of legal and regulatory issues facing them in their industries. Our services include:

Business Counseling

We work with clients to convert their business ideas into practical realities. Whether assisting our clients in selecting the right business entity to form, planning and structuring their business entity, creating a business plan to seek funding for a start-up venture, acquisition or merger, or restructuring parent and subsidiary ownership structures, we give practical business and legal advice for all phases of a business entity’s life cycle.

Startups

We counsel our startup clients on the numerous complex issues surrounding the creation of new business entities, including structuring and creating the entity, providing capital for the entity and beginning business operations, with a view to an ongoing and successful business.

Business Structures and Formations

We assist clients in forming the best business structure for their organization to meet their tax objectives and minimize risk management for the company and personal liability. We educate our clients on the differences in corporate formations and the impact of state and federal laws.

Joint Ventures

Our attorneys assist clients with joint ventures, whether it be for single projects or long-term relationships. We collaborate to analyze the many facets of joint ventures, including tax advantages, pre-empting competition, efficiency in the market place, outsourcing and market diversification. We also review conflicting corporate cultures, differing philosophies and financial strength of parties.

Business Governance

Our attorneys assist in developing procedures to ensure compliance of state and federal laws and educate management of economic, business and legal factors that may affect tolerance of risk within their organization.

Tax Law

We advise clients on structuring their businesses to meet tax objectives, including business succession planning, executive compensation and personal tax strategies. We also provide services to address federal and state tax audits, appeals and litigation.

Employment Law

We counsel our clients on a broad range of employment topics that include wage and hour laws, employee handbooks, discrimination, sexual harassment and state and federal laws. We also provide in-house trainings for management and employees and conduct client seminars.

Executive Compensation

We advise clients on executive compensation issues that include benefits such as restricted stock or stock options, incentives or bonuses based upon objectives set for operating performance and vesting.

Transportation and Interstate Commerce

Our attorneys draft contracts and rail and freight agreements for intermodal transportation, process liens for freight and warehouse goods and assist with licensing, permits and real estate leasing. Our government affairs team represents clients with transportation funding to support freight mobility and enhanced rail capacity.

Banking and Commercial Lending

We represent state and federally chartered commercial banks, savings banks and foreign banks. We assist our banking clients in a variety of transactions that include loan structuring, workouts, refinance, commercial collection, retail banking agreements, joint ventures, mergers and acquisitions and more.

Ownership Preservation and Estate Planning

We counsel business owners on how to address conflicting or divergent interests to ensure liquidity for company equity, to preserve owner relations, and to provide for the orderly transition of control for the business and its owners.

Bankruptcy and Reorganization

Our attorneys assist clients with collection of secured and unsecured debt. Clients include privately-held companies, lending institutions, trade creditors and bond holders. Our practice includes remedies under state mechanic’s lien laws and state foreclosure laws, and resolution of state and federal tax matters.

Collections

We have experience enforcing judgments, negotiating settlements and payment plans with debtors, and handling garnishments and assignments for the benefit of creditors.

Washington Corporate Services

Washington Corporate Services, Inc. is a subsidiary corporation of Carney Badley Spellman, P.S. that serves as registered agent for many of our corporate and business-related clients. It provides the following corporate services: completes and files the License Renewal and Annual Report Form with the Department of Licensing; prepares and processes Annual Meeting Minutes and/or Consents; maintains corporate records; and accepts and forwards Service of Process for corporate clients.

Business Counseling and General Corporate

Attorneys

David W. Bever

David W.
Bever

Commercial Real Estate
Land Use
General Corporate
Dean V. Butler

Dean V.
Butler

Estate Planning & Probate,
State & Federal Tax Law

John C.
Dippold

Construction Law,
Construction Litigation, Government Contracts,
Commercial Real Estate
Kenneth W. Hart

Kenneth W.
Hart

Commercial Litigation
General Corporate,
Mergers & Acquisitions

Zachary K.
Haveman

General Corporate,
Mergers & Acquisitions,
Trademark Law & Intellectual Property
Noel C. Howe

Noel C.
Howe

General Corporate,
Securities Law
Mergers & Acquisitions,
Patrick R. Lamb

Patrick R.
Lamb

General Corporate,
Mergers & Acquisitions,
Finance & Commercial Lending
Ashley K. Long

Ashley K.
Long

Trademark Law & Intellectual Property,
General Corporate

Lucinda J.
Luke

Labor & Employment Law,
Administrative Hearings
George C. Mastrodonato

George C.
Mastrodonato

State & Federal Tax Law
Tana M. Materi

Tana M.
Materi

General Corporate,
Mergers & Acquisitions
John R. McDowall

John R.
McDowall

Commercial Real Estate,
General Corporate,
Construction Law
Daniel I. Neuman

Daniel I.
Neuman

General Corporate, Securities Regulation
Trademark Law & Intellectual Property
Mergers & Acquisitions
Susan S. Schalla

Susan S.
Schalla

General Corporate,
State & Federal Tax Law,
Estate Planning & Probate

Jon M.
Schorr

Estate Planning & Probate,
State & Federal Tax Law

Melvin N.
Sorensen

Government Affairs,
Insurance Regulation
Tammy (Lo) Spellacy

Tammy L.
Spellacy

Commercial Real Estate,
General Corporate
Daniel W. Unti

Daniel W.
Unti

Commercial Real Estate,
General Corporate
Joseph M. Wallin

Joseph M.
Wallin

General Corporate,
Securities Law
Mergers & Acquisitions
Scott R. Weaver

Scott R.
Weaver

Real Estate,
Commercial Litigation

Robert J.
Weber

Commercial Real Estate,
General Corporate
Clifford A. Webster

Clifford A.
Webster

Government Affairs & Legislative Relations