Private Companies
We advise on the legal and business issues and opportunities confronting privately-held businesses, including companies owned by family members as well as those controlled by unrelated shareholders. Our clients include automobile dealers, manufacturers, wholesalers, professional services organizations, registered investment advisory groups, real estate developers, service and installation companies serving multinational corporations, private equity and angel investors, and family offices.
We work to become trusted business and legal advisors and, to ensure that our legal counsel is aligned with the goals of the individuals running these companies, we get to know them – their business ethics and style, and the way that they address opportunities and challenges. We understand their risk tolerance and businesses and personal priorities. We visit their plants and offices, we understand their businesses, and we rise and fall on their successes and setbacks. We come to know our private company clients as if they were family.
We know that business challenges can arise well before and long after regular business hours. We pride ourselves on being available to clients at any time and on short notice. We treat their businesses as if they were our own and work always to provide legal and business advice that is pragmatic, thoughtful, efficient and highly cost effective.
While we have a small law firm feel, we have the large law firm benefit of having direct access to experienced lawyers in most areas of law. If a client needs specialized services that our firm cannot provide, we will say so, and give other lawyers working for the client the benefit of our knowledge about the client’s business at no cost, and help to evaluate potential solutions.
Beyond the traditional roles that business lawyers fulfill, the lawyers in our Private Companies team are very focused on personal, corporate, family and transition planning. By carefully selecting lawyers with broad practice backgrounds, we are able to tie up loose ends for our clients. When clients wish to pursue personal and business tax planning, we are able to offer those services without engaging a table full of lawyers and other advisors.
We have particular strength advising on:
- Business formation and valuation
- Contract law
- Corporate governance
- Financing, including venture capital and private equity
- Government affairs
- Intellectual Property
- Joint venture formation
- Litigation
- Mergers and acquisitions
- Real Estate
- Succession planning
- Tax and incentives
- Wealth preservation
What We See on the Horizon
Contact our Private Companies team for our latest insights about the following:
- Industry consolidation – As industries mature, economic pressures and market share competition will drive private companies to explore options for growth and survival: acquire or be acquired. Our attorneys advise clients on which avenue to pursue based on their personal and professional goals.
- Tax law changes – Changes in business and individual income tax laws and IRS enforcement can affect the bottom line of a closely held business as much as any. Our Private Companies team monitors tax law and enforcement changes closely and works with clients to optimize their tax strategies.
- Regulatory changes – Regulations at the local, state, and federal level can change quickly. We work with clients to both anticipate changes and respond with solid business and legal strategies to address them.
Selling a Family Business: Unique Challenges and Opportunities
Where we started: In 2018, HSE was approached by the CEO of family-owned and locally operated, Harper Homes, a Rochester based multi-generation family business engaged in the ownership, operation and management of manufactured home communities, for help negotiating the sale of its four manufactured housing communities and related business operations. The company had been approached by multiple potential buyers and was owned and controlled by approximately 12 members of the Harper family.
It was a critical moment for the company and its family owners. Crucial decisions loomed even as many of the owners found themselves at different life-stages and with varying levels and types of participation in the business.
Our strategy: HSE’s Private Companies team, experienced in dealing with these dynamics, set about helping the owners understand their options and opportunities in connection with a possible sale, the distinction to be made between a strategic buyer (who comes with the means to operate the business after acquiring it) and a financial buyer (who has the means to buy the business, but not the expertise (nor necessarily the desire) to run it).
Our team engaged each of the sellers in conversation about their own involvement with the company, their vision for the company’s future, to what degree they were open to selling it, and the individual implications for them of a sale – including the consequences for their income, estate, and tax planning, working in cooperation with the client’s existing professional tax and investment advisory team to present a 360 view of the potential opportunity and critical considerations for the ownership group to weigh in approaching it.
When the owners agreed to move forward to entertain purchase offers, we worked to secure and evaluate bids from multiple potential buyers. As a result of that process, the ownership group selected one bidder with whom to go forward: Green Courte Partners, a private equity firm based in Chicago and represented by DLA Piper.
The HSE Private Companies team negotiated the purchase agreement, including protracted and difficult negotiations and revisions arising in part to due to buy-side complications from COVID-19 and related significant real time shifts in the economy, lending and financing marketplace, and the legal and regulatory framework impacting the industry as a whole.
The outcome: The sale of Harper Homes closed successfully on April 30, 2020. The closing represented a tremendous synergistic team effort from the client ownership group, their financial and tax advisory team and the HSE Private Companies team. Despite real estate recording requirements and coordination between Rochester and Chicago based advisors, the Closing occurred fully remotely and was coordinated seamlessly. This was a tremendous result in light of the practical challenges imposed by the COVID-19 pandemic, as well as significant economic shut downs and restrictions in the greater Chicago, IL and Rochester, NY metro areas. HSE was a part of a successful result because our Private Companies team recognizes that above all else, we represent people and we work tirelessly to assure that the dynamics of family-owned and operated businesses are not lost in the shuffle of complex transactions.
Key Contacts
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Phillip A. Delmont
Partner
Buffalo
716.844.3721
pdelmont@hselaw.com -
Daniel W. Collins
Partner
Rochester
585.231.1322
dcollins@hselaw.com
Team
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Joseph G. Casion
Partner
Rochester
585.231.1407
jcasion@hselaw.com -
Diana R. Clarkson
Partner
Rochester
585.231.1324
dclarkson@hselaw.com -
Joshua E. Gewolb
Partner
Rochester
585.231.1151
jgewolb@hselaw.com -
Edward J. Pelta
Counsel
Rochester
585.231.1178
epelta@hselaw.com
According to our clients:
“This law firm is excellent at closely held companies and family businesses law. I run a family healthcare business that can get complicated. Harter Secrest has outstanding lawyers that can sift through emotional issues and keep everyone on track.”
“HSE is not only commercial they are creative. Their lawyers are thoughtful problem solvers who diligently work an issue until they've achieved a solution that decreases risk and achieves the business objectives.”