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BUSINESS AND FINANCIAL MATTERS

The business lawyers at Nikolaus & Hohenadel, LLP have extensive experience advising our business clients and providing for their needs. Below is a list of the areas in which we most frequently advise and assist:

1. Formation and Operation

We advise clients on the choice of entity for a particular business, whether it be a pass-through entity for federal income tax purposes such as a limited liability company, a partnership or a "S" corporation, or a more traditional type corporation or other arrangement. We counsel our clients in their relationship with their business partners on both the formation and operation of the business. We do this through preparation of preorganization agreements, partnership agreements, shareholder agreements and similar arrangements. Due to the extensive tax background of several of our lawyers, together with the client's accountant, we provide guidance and advice for income tax purposes.

2. Financing Arrangements

We advise our clients in their dealings with banks and other lending and financial institutions. We review commitment letters and review and prepare, where appropriate, various loan documents and assist at or hold the loan closings.

3. Sales and Acquisitions

We assist our clients in purchasing new businesses, selling their businesses, or portions thereof, or joining with another business in a joint venture or a more permanent arrangement. These transactions may involve several hundred thousand dollars or multi-million dollar business ventures involving closings that extend over several days.

4. Taxation

Two of our lawyers have advanced law degrees in taxation and are particularly skilled in tax matters. We represent clients before the Internal Revenue Service, the Pennsylvania Department of Revenue and the United States Tax Court.

5. Labor and Employment

We negotiate on behalf of both employers and employees executive employment contracts, independent contractors' arrangements, sales representative contracts, non-competition arrangements and similar agreements and arrangements. We have extensive experience in representing and counseling employers on matters involving wage and hour, leave, discrimination, unemployment compensation issues and other employment related laws. We also prepare or review employment manuals, personnel manuals and policies to ensure their compliance with the applicable laws.

6. Benefits and Compensation

We are among a limited number of local law firms that have capabilities in the employee benefits area. We design and implement for our clients individually designed profit sharing and 401(k) type retirement plans. We provide advice and counsel on all other types of retirement plans, including defined benefit plans and the adoption or change by a client of master and IRS prototype plans. We represent clients in benefit plan matters before the Internal Revenue Service and the Department of Labor.

7. Charitable and Tax Exempt Organizations

We form charitable organizations, non-profit corporations, private foundations and private operating foundations. Among our clients are numerous non-profit and charitable organizations. Typically, we apply for such organization's tax exempt status with the Internal Revenue Service and assist them in registration as a charitable organization in Pennsylvania. Also, many of our attorneys serve on one or more boards of tax exempt and charitable organizations and thus have a familiarity with such organizations and their operation.

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