Upcoming Events

 
 

March 15, 2016
(Tuesday):
"Virginia Law for Common Interest Community Managers - 2.0 hours" (CICB approved course)
Location: Rees Broome
Time: Noon - 2:00pm
Event Details & Registration

 

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Crude Comments Alone May Create An Actionable Hostile Work Environmen
by Susan Richards Salen

   
   
 
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Responsiveness, Relationships, Results - Rees Broome, PC Has Grown With Tysons Corner Clientele


Corporate & General Business

Our clients range from individuals and startup entities to established companies with local, regional or worldwide sales and distribution. For over 30 years, regardless of the business cycle, we have helped business people form, grow, merge, acquire, sell and dissolve business entities.

We assist our clients in:

• Selection and formation of corporations, joint ventures, limited liability companies and partnerships
• Corporate planning
• Strategic planning
• Mergers
• Acquisitions
• Asset sales
• Commercial real estate transactions
• Financing business ventures
• Tax planning
• Insurance
• Corporate reorganization and recapitalization
• Succession planning and exit strategies within closely held businesses
• Wealth preservation
• Business litigation
• Partnership, shareholders and limited liability company agreements
• Employment contracts, executive compensation plans and non-compete agreements
• Trademark and patent consideration
• Deferred and other executive compensation plans
• Stock option plans
• Computer software and hardware agreements
• Commercial and real property leases
• Contract negotiation
• Reorganization under bankruptcy protection laws


DISCLAIMER: THE RESULTS OF ANY LEGAL ACTION DEPEND UPON FACTS UNIQUE TO EACH CASE.  NEITHER REES BROOME, PC, NOR ITS ATTORNEYS GUARANTEE OR PREDICT SIMILAR RESULTS IN ANY FUTURE CASE UNDERTAKEN BY REES BROOME, PC OR ANY OF ITS ATTORNEYS.


  Joel M. Birken

Over his thirty-five years in the legal profession, Joel Birken has been selected as one of the “Best Lawyers in America” in the specialty of Corporate Law (most recently Best Lawyers, 2011 where he was in a distinguished group who have been on the list for more than 25 years). His practice focuses primarily on small privately-held businesses and professional practices, from formation through merger, recapitalization, sale or dissolution. He has extensive experience advising executives and owners of professional practices in employment contracts, non-compete agreements and ownership rights.

Representative Experience

•  Represented CEO and shareholder in the sale of lobbying firm
•  Represented principals and entity in the sale of financial planning entity to an American subsidiary of foreign financial institution, including employment issues and earn out provisions
•  Represented one of two principal shareholders in the acquisition of government contractor by publicly traded entity
•  Represented management group in the purchase of a division of a government contractor
•  Represented firm and sole shareholder in the merger of accounting firms, including employment issues
•  Represented law firms in merger transactions with larger, multi state law firms
•  Represented individual physician in sale of his group practice
•  Represented the insurance agency and estate of deceased sole shareholder of the agency in the sale of the agency to publicly traded entity
•  Represented the owners of a privately held heavy construction company in the sale of its assets to a competitor, involving over 300 pieces of equipment and employment contract issues
•  Represented privately held distribution company in the sale of a division to a publicly traded entity
•  Represented various executives in severance negotiations and contracts with various public and private enterprises in the government contracting, telecommunications, associations and professional services industries

  John F. Boland

John Boland represents a variety of businesses as well as professional and civic associations dealing with legal matters and issues that arise in the operation of the business. Specific areas of expertise include contract negotiation and preparation, employment issues, employee benefits and agreements among owners, as well as business asset acquisition and sale.

 Jonathan J. Broome, Jr.

Jon Broome’s practice focuses on federal and state income taxation for individuals and businesses. On the corporate side, he handles business tax planning as well as effective dispute resolution with the Internal Revenue Service and state taxing authorities. He provides a wide range of tax advice for businesses on operational  matters that include all aspects of reporting and compliance requirements.

Representative Experience

•  Represented the first corporate taxpayer to successfully invalidate the “brother-sister” related corporate regulations regarding the multiple surtax exemption, which he handled from the case’s inception in the United States Tax Court to ultimate review by the United States Supreme Court. The Supreme Court agreed with Jon’s position that the regulation was invalid.
•  Represented corporation in a forty million dollar sale of assets and leaseback of rental properties
•  Represented personal service company in developing sole owner exit strategy and sale of business to employees
•  Represented sole practitioner accounting firm in winding up and placing all clients with new accounting firms following the death of the owner
•  Represented small ISP in sale to nationwide corporate entity and negotiation of employment contracts and bonus provisions for selling shareholders
•  Represented corporation in initial foray into tax-exempt funding of industrial activities
•  Represented individual in establishing foreign sales corporation and foreign personal holding companies
•  Represented corporations in obtaining private letter rulings from the Internal Revenue Service

  David J. Charles

David Charles counsels business clients on a broad range of corporate matters. He has advised clients on more than 50 M&A transactions involving both public and private companies operating in a variety of industries, including information-technology products and services, defense, energy, health care, e-commerce, financial services, consulting services and aviation services
Since 2007, Chambers USA has ranked David one of America's “Leading Lawyers” in mergers and acquisitions in Northern Virginia.

Representative Experience

•  Lead counsel to an information technology and professional service provider to various government agencies, including the Department of Homeland Security, and its owner in connection with a $12 million sale to a New York-based private equity group
•  Lead counsel to a government contractor that develops innovative solutions, from sustainment logistics to test and evaluation, for clients such as the Army and Navy, and its owners in connection with a $50 million sale to a publicly traded defense and industrial corporation
•  Lead counsel to a government contractor that provides logistics support for the Army, Navy, Air Force, Marine Corps, Coast Guard and other defense agencies located at military facilities in the Middle East and throughout the world and its owners in connection with a $230 million sale to a publicly traded defense and industrial corporation
•  Lead counsel to a publisher of directories and provider of Internet tools for on-line advocacy and its owner in connection with a sale to a European-based publisher
•  Co-lead counsel to an enterprise software developer, software applications service provider, and business process outsourcer for the U.S. commercial healthcare industry an its owners in connection with $138 million sale to publicly traded corporation
•  Lead counsel to private government contractor in connection with acquisition of a limited liability company focused on providing technology services to intelligence agencies of the U.S. government
•  Lead counsel to publicly traded corporation in connection with multiple acquisitions of fixed base operations (FBOs) located across the U.S
•  Co-lead counsel to publicly traded corporation in connection with multiple acquisitions of privately held e-commerce companies

  Andrew B. Golkow

Andy Golkow, who is an MBA/CPA as well as an attorney, has focused for more than twenty years on representing closely-held businesses and their owners. He has particular expertise in business formation and in corporate real estate transactions, including commercial leasing.

Representative Experience

•  Represented client in the technical security field in connection with acquisition of their company by one of the largest consulting and information technology companies in the United States
•  Represented defense contractor producing defense and intelligence-oriented satellite and technical systems in acquisition by national company
•  Represented defense contractor primarily providing software, analysis, and simulation systems in acquisition by large defense-oriented software company
•  Represented clients in the purchase and sale of commercial property in Northern Virginia
•  Counsels clients with respect to employee equity participation in the client’s business, including review and revision of articles of incorporation and bylaws to protect the client, incentive stock option plans and various types of restricted stock plans
•  Successfully represented interests of minority shareholder in local petroleum distributor.
•  Represented medical practice in split-up where physician left the practice, asserting variety of claims against the practice. Successfully negotiated settlement of all issues.

  James M. Lewis

Jim Lewis’ business practice focuses on mergers and acquisitions, as well as representation of early stage and mature technology companies and closely held corporations. He handles the full range of business legal issues, including corporate governance, entity selection, complex agreements, finance, employment matters, executive compensation and intellectual property.

Representative Experience

• Represented IT government contractor in stock sale for in excess of $140 Million
• Represented IT government contractors in formation of phantom stock plans and deferred compensation plans
• Represented sellers in Asset Sales in various industry sectors, including a fire suppressant sprinkler company, a manufacturer of retail display cases, an auto service franchise, a nursing and assisted care facility, an audio visual company, insurance agencies, and orthopedic medical practice
• Represented purchaser in series of accelerated buyouts of limited partners’ interests in real estate partnership and led acquisition team for wholesale construction supplier in series of asset and stock deals
• Led sales team for shareholders of medical software engineering webcasting corporation in $38 Million toward triangular merger for stock and cash, and several years later led buyback of assets by original shareholders
• Represented a Virginia corporation in a contested dissenter shareholder’s rights case through successful mediation
• Renders Virginia-based legal opinions in sell-side and borrower transactions
• Served as general counsel of economic development authority’s acquisition of BRAC-closed military base, outsell of parcel to FAA, negotiation of master development agreement with private sector joint venture partner, negotiation of sale of wastewater treatment facilities, and related procurement, environmental, IP, FOIA and homeless shelter matters
• Counsel to three 501(c)(6) trade associations and two 501(c)(3) charitable organizations
• General Counsel to World Information Technology and Services Alliance (WITSA), providing corporate governance advice to Board and Secretary General, developing model license and hosting agreements for Congresses in Austin, Kuala Lumpur, Amsterdam, and Montreal; negotiating separate memoranda of understanding with Taiwan, China, and the United Nations; and negotiating bylaws across diverse legal systems of members

  Susan R. Salen

Susan Salen’s business practice focuses on representation of corporate clients. She also has expertise in the areas of employment law and civil litigation.

Representative Experience

Ms. Salen has an unusual legal background that combines litigation, corporate transactions and employment law, giving her an exceptional understanding of how to successfully structure business agreements, work through personnel matters and provide clients with practical solutions for day-to-day business problems. She works primarily with private companies and their owners, purchasers, management and individual executive employees in asset sales and purchases, corporate structure and governance, dissolution, general business contract negotiations and document drafting.

  Tiffany L. Burton

Tiffany Burton’s practice combines her experience and training (including an LLM in tax) by focusing on business issues. Her tax experience adds another dimension to the general business advice she provides  clients, particularly closely-held corporations, S corporations, partnerships and limited liability companies. She has also developed notable expertise assisting start-up non-profit and not-for-profit organizations.

Representative Experience

•  Assists business clients with choice of entity decisions
•  Represents individual clients during business formations with regard to shareholders agreements, operating agreements, and partnership agreements
•  Represents business clients as either sellers or buyers in business acquisition/disposition transactions, include asset sales, stock sales, and sales of membership or partnership interests
•  Provides individual and business clients with comprehensive tax planning advice
•  Represents clients before the Internal Revenue Service in tax audits, disputes, and in obtaining private letter rulings
•  Assists start-up non-profit corporations with formation and obtaining recognition of exemption under Section 501(c)(3) of the Internal Revenue Code, and provides life-cycle and governance advice


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