Connecting Businesses To The Jewish Community Since 1989

James J Desposito Attorney At Law

1180 Avenue Of The Americas, Suite 851

New York, NY 10031

212-696-0046

http://www.despolaw.com

jdesposito@despolaw.com

About James

James D’Esposito is an experienced business attorney.  For more than 30 years, Jim has helped clients with all aspects of organizing, operating, buying and selling, and dissolving businesses.  His clients have ranged from publicly-traded companies, investment banking firms, and hedge, private equity, and other investment funds to start-ups and other small businesses, non-profit organizations, and select individuals.

Jim runs a flexible organization that expands with his clients’ needs and keeps overhead and billing rates reasonable. He maintains a network of experienced attorneys who practice in complementary areas of law, including intellectual property, tax, trusts and estates, commercial real estate, immigration, and litigation, as well as fellow corporate and securities attorneys, so that he can help his clients with all their business needs.

Jim worked for 7 years in a preeminent group that practiced at Kaye Scholer LLP, a renowned international law firm, structuring and documenting billions of dollars of public and private real estate investment funds. He then spent the next 12 years as a partner in two boutique law firms, helping clients work out troubled real estate projects, organize and expand new businesses, and raise capital in public and private securities offerings. After that, Jim served for 5 years as General Counsel of a public real estate partnership with more than $100 million dollars of assets, helping restructure the partnership, comply with its reporting obligations, and sell all of its assets, dissolve, and wind up its affairs. Jim’s diverse experience enables him to provide effective solutions tailored to his clients’ needs.

Jim earned an A.B. degree from Duke University and a J.D. degree from St. John’s University School of Law. He is a member of the New York City Bar and American Bar Associations. Jim is a member of a number of committees of the ABA Business Law Section and is particularly active in the LLCs, Partnerships, and Other Unincorporated Entities Committee. He also is Co-Chair, Organizational Phase, of the ABA Contractual Governance of Business Entities Task Force, which is drafting a guide for business owners and the attorneys who advise them.


How I Can Help

Jim helps companies in all stages – starting a business, conducting day-to-day operations, expanding the business, restructuring a struggling business, buying or selling a business or transferring it to family members or employees, and winding up and liquidating a business. He has helped companies in diverse fields including, among many others, real estate, technology, hedge funds, private equity funds, and other investment funds, securities firms, retailers, and professional practices. Jim also represents non-profit organizations as well as sole proprietorships and virtually any form of for-profit entity, including LLCs, corporations, limited and general partnerships and joint ventures, benefit corporations, and business trusts.
Organizational Activities

Whether you’re an experienced business owner or starting a business for the first time, Jim can help you get up and running and primed for success. He can help you with:

  •     Entity Selection – determine whether to form an entity and, if so, what type and where
  •     Tax Consequences – select the best tax structure for your business
  •     Entity Formation – form your business quickly, effectively, and at a reasonable cost
  •     Organize your business – establish the management and ownership structure of your business, including all agreements among fellow owners
  •     Business Licenses – obtain all necessary governmental licenses to operate your business
  •     Facilities and Equipment – negotiate leases or purchases of office and other space and fixtures and equipment to operate your business
  •     Financing – obtain bank or other financing or investment capital to start your business
  •     Intellectual Property – avoid costly trademark disputes and protect your brand and proprietary information
  •     Employees and Consultants – retain and incentivize people to help you run your business


Operational Activities

Jim can help you run your business in an efficient manner, including:

  •     Business agreements – avoid disputes by utilizing customized agreements for the sale of your goods or performance of your services and for your purchase of goods and services from vendors
  •     Management and ownership changes – negotiate the terms of any withdrawals or terminations, additions, or other changes to the ownership or management structure of the company
  •     Financing – obtain, refinance, or replace bank or other financing or investment capital to keep operations funded


Business Expansion

Businesses can expand organically or with financing and Jim can help you in either circumstance:

  •     Purchase additional equipment and open more locations - negotiate leases or purchases of additional office and other space and fixtures and equipment to expand your business
  •     Obtain expansion capital from existing owners – utilize capital call provisions or amend existing organizational documents to raise funds from existing owners
  •     Obtain bank financing – obtain additional or new bank loans to fund business expansion
  •     Raise capital from investors – issue debt or equity securities in private or public offerings to raise expansion capital


Workout or Restructuring

If your business is struggling, Jim can help you renegotiate business obligations to give you a chance to turn things around:

  •     Forbearance agreement – obtain a creditor’s agreement to defer taking action for a period of time so that the business might recover
  •     Workout agreement – renegotiate debt or other obligations to reduce payments or debt in exchange for additional collateral or restrictions on business activities
  •     Restructuring – amend the company’s equity and debt structure to improve its balance sheet, reduce payment obligations, and position it for success


Acquisitions and Successions

Buying or selling a business, however structured, is a serious undertaking and Jim can help you close the deal and protect your interests:

  •     Stock or equity purchase – sometimes valuable licenses or other rights are best transferred by an equity purchase, but the buyer needs to watch out for seller liabilities
  •     Asset purchase – buyers often prefer to buy the assets, without the liabilities, if there aren’t cumbersome consent or transfer requirements
  •     Merger – sometimes the cleanest transfer is a merger, which avoids separate transfers of assets and liabilities, as long as the merger procedures are followed by all parties
  •     Business succession – this is best negotiated when the business is formed, but can be agreed to later if the parties are amenable. Different parties often have competing agenda and the key is to provide for competent successor management with sufficient equity incentive while cashing out departing owners


Dissolution

Jim can help when it’s time to dissolve and wind up your business:

  •     Plan of dissolution – provide for satisfaction of business creditors and distribution of remaining assets to the owners
  •     Winding up – ensure compliance with the terms of the plan of dissolution, including the logistics of selling or transferring assets
  •     Termination – terminate the legal existence of the company by appropriate statutory filings


Type of Business

Jim has helped companies in a vast array of industries and professions. Jim also represents non-profit organizations as well as sole proprietorships and virtually any form of for-profit entity, including LLCs, corporations, limited and general partnerships and joint ventures, benefit corporations, and business trusts. Specialized businesses helped by Jim include:

  •     Investment Funds
  •         Real estate
  •         Hedge funds
  •         Private equity funds
  •     Non-Profit Organizations
  •         Corporation or association formation and organization
  •         Obtaining or reinstating tax-exempt status
  •         Registrations with States
  •         Reporting compliance
  •         Agreements and advice to conduct operations

 


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