Key Issues in Succession Planning: Buy-Sell Agreements, Equity Grants, Profits Interests, Tax Considerations

Mr. Berkman focuses his practice on corporate and securities law. He represents entrepreneurs, domestic and international companies, closely-held businesses, family offices, investors, and not-for-profit organizations in connection with M&A, business succession, corporate structuring, domestic and cross-border transactions, IP/licensing, secured financing, joint ventures, fund structuring, private placement and capital financing, commercial transactions, emerging technology issues, and a wide variety of other business law matters. Mr. Berkman has practiced for over 35 years, working with founders, entrepreneurs, investors, companies, funds, and partnerships in myriad industries, including venture capital, private equity, technology, AI, healthcare, food services, retail, fashion, management consulting, manufacturing, engineering, goods and services providers, professional services, entertainment, and emerging technology. He was previously General Counsel of an international venture capital firm with operations in the U.S., Europe, and Asia and has served as a Director of public and private companies. Mr. Berkman is an Adjunct Professor at Hofstra Law School and serves on the Advisory Board of the Center of Excellence in Wireless and Information Technology at Stony Brook University. He is a frequent lecturer for continuing legal education and a panelist at a variety of conferences.

Mr. Foreman co-chairs FRB’s Taxation Practice Group and advises businesses on the tax effects of a variety of corporate transactions, including taxable and tax-free reorganizations, mergers, sales, and acquisitions. He designs and implements tax-efficient structures for U.S.-based businesses to expand abroad and invest in foreign joint ventures. Mr. Foreman drafts tax memoranda and opinions on a variety of subjects, including tax-free reorganizations, tax-efficient return of capital to owners, Qualified Small Business stock, and various state pass-through entity taxes. He defends clients from audits from the IRS and various state tax agencies, including appealing audit determinations. Mr. Foreman advises clients on a variety of tax issues related to cryptocurrencies, including initial coin offerings (ICOs), taxability of staking and air drops, and the imposition of Sales and Use taxes on the issuance of non-fungible tokens (NFTs). He drafts tax portions of Operating and Shareholder Agreements for businesses in different industries. Mr. Foreman has extensive experience in a variety of SALT issues, especially New York State residency audits and state Sales and Use tax nexus issues post-Wayfair.