Business Formations, Transactions and Litigation

Business Formations and Transactions
Business Litigation
Contracts and Contract Litigation
Employer Representation
Franchises and Distributorships
Medical and Health Care Professionals
Creditors' Rights / Commercial Collection Litigation

Business Formations and Transactions
The Cohen Law Group is a full-service business law firm.  When a client seeks guidance concerning formation or acquisition of a business, our first task is to understand the client’s business and the client’s short-term and long-term goals. We can then advise the client on what type of entity to form -- a “C” corporation, an “S” corporation, a limited liability company (LLC), a limited partnership, a limited liability partnership, or some other entity.

Once a client decides the form in which it will do business, we will identify and draft or review the appropriate documents. Our experience convinces us that all legal documents should be clear, concise, and to the extent possible written in plain English.  We have experience drafting and reviewing:

Our role does not end after our client forms or acquires a business; we seek to establish long-term relationships with our business clients, including those outside the Boulder/Denver area. We want to actively assist our clients in drafting and reviewing legal documents because we know first-hand that Benjamin Franklin was correct when he wrote, “An ounce of prevention is worth a pound of cure.”  READ: Ten Things to Consider Before Signing a Contract 

Due to our diverse experience we can advise our business clients on the following:

 

 

 

 

Jeff Cohen, who is of counsel to the firm, earned an LL.M. in taxation from New York University and is also a Colorado Certified Public Accountant. Jeff’s expertise enables TCLG to provide sound advice to its clients in the areas of business planning, choice  of entity, corporate taxation, partnership taxation, succession planning for family-owned businesses, tax compliance, and tax controversy.

Alison L. Choy-Kilmer, who is also of counsel to the firm, earned an M.B.A. and an M.P.S.  Prior to earning her law degree she worked as a senior manager for media and Internet companies such as America Online and Lycos in their Business and Sales Strategy divisions. She also has experience working with start-ups such as E-media and KnowEx Solutions.

Business Litigation
As we state elsewhere on this website, business litigation is almost always the result of poor drafting or an incomplete negotiation. Often the dispute could have been avoided had the parties realized the importance of proper drafting of the transaction documents. 

If you or your company become a party to a lawsuit, we will represent you with honesty, professionalism, tenacity, and efficiency.  And we will teach you how to better protect yourself or your company in the future.   Read more about our approach to Litigation and Trials.

Litigation is expensive -- it consumes financial and emotional resources.  For this reason it should ordinarily be a last resort.  We work hard to help our clients achieve effective resolutions.  However, when litigation is unavoidable, we have the skill and experience to be highly effective advocates for our clients.  Our litigation experience includes:

Contracts and Contract Litigation
Employer Representation
Most businesses have employees.  Thus, a lawyer advising a business must have a strong knowledge of federal employment law and Colorado employment law. The Cohen Law Group represents employers in a variety of circumstances. We develop and review: 

Personnel Manuals Privacy Policies Internet Use Policies Sexual Harassment Policies Discrimination Policies Employment Agreements  Independent Contractor Agreements

Non-compete Agreements Non-solicitation Agreements Confidentiality and Non-Disclosure Agreements Compensation Agreements Workplace Violence Policies Severance Agreements & Releases

 

 

 

We advise employers on issues such as the Americans With Disabilities Act (ADA), the Employee Polygraph Protection Act, the Family and Medical Leave Act, the Uniformed Services Employment and Reemployment Rights Act (USERRA), wage and hour laws, employee privacy, and unemployment claims.  We advise employers on issues such as termination of employment, negligent hiring, supervision and retention of employees.  We also advise and represent employers in claims brought by former employees and in contested unemployment hearings.

Additionally, Mark Cohen is a member of the Board of Directors of DART, Inc., a nonprofit organization that teaches workplace violence prevention. He is the author of Elements of an Effective Workplace Violence Program, published in the July 2004 issue of The Colorado Lawyer. He has expertise in drafting workplace violence policies and in reviewing existing policies.

Jeff Cohen, who serves of counsel to TCLG, is an attorney and a certified public accountant.  Jeff earned in LL.M. in Taxation at New York University and advises employers concerning tax issues related to employee compensation.

Franchises and Distributorships

Franchising, as a form of ownership, offers opportunities for entrepreneurs, but there are no guarantees. The person considering franchising a business or purchasing a franchise must conduct extensive research and engage in serious reflection. 

We know that health care professionals choose their careers because they feel a calling.  They want to use their knowledge to help others, and most would prefer not to have to devote much time to the legal aspects of their practices.   Still, the reality is that medicine and mental health services are highly regulated fields and will probably continue to be.  Many Colorado health care professionals appreciate having a relationship with a trusted lawyer who can assist with the legal aspects of establishing and maintaining a professional practice.

We represent physicians and health care professionals, and can assist them with legal aspects of their professional practices, including:  

 

 

 

 

 

 

 

 

Many of the legal issues that physicians face also confront other licensed professionals such as mental health professionals, dentists, chiropractors, optometrists, and physical therapists.

Creditors' Rights / Commercial Collection Litigation
The freedom to contract plays a vital role in the American economic system, but for any business few things are more disappointing than providing a great product or service only to have the purchaser or client let you down by failing to pay as agreed.  We have broad experience representing a variety of creditors in Colorado courts. Our expertise in this area includes:

 

 

 

 

 

 

 

 

 

 

 

When representing business clients we are committed to educating our clients about how to prevent collection disputes from arising and learning from them when they do arise. 

Our experience in this arena is impressive.  While practicing law in Nebraska during the farm crisis of the late 1980’s and early 1990’s, Mark Cohen represented a major credit corporation in collection, replevin, and bankruptcy matters throughout Nebraska.  Today Mr. Cohen serves as counsel to a distributorship in Brighton, Colorado, that sells and leases heavy machinery used in commercial construction projects.  He has represented  this distributorship in more than twenty district court actions, with an impressive record of collecting the sums owed to the client.

We understand that success in collection litigation begins with thoughtful drafting of the contract or lease that may one day be “Plaintiff’s Exhibit 1” if it becomes necessary to file suit to collect the debt.
 

Mark Cohen is the author of Grounds for Disregarding the Corporate Entity and Piercing the Corporate Veil,a 114-page article published in the prestigious Proof of Facts series. (45 POF3d 1). Mr. Cohen (with co-author Sierra Swearingen) recently wrote an article for Causes of Action on what is required to establish liability of a corporate director or officer for the corporation’s wrongful conduct. The firm’s knowledge of this area of the law has enabled it to help clients recover money from the directors, officers, and shareholders of judgment proof corporations and limited liability companies.

TCLG represents creditors in contract and warranty litigation throughout Colorado. Our attorneys are fully competent in the area of preparation and foreclosure of mechanic’s liens.  Colorado also has many other statutory liens that may be available to creditors such as liens for common carriers, hospital liens, landlord's liens, agistor's liens, storage facility liens, garage liens, and service liens.

The firm has extensive experience in collection disputes involving sand and gravel projects, asphalt projects, concrete projects, rock crushing, screening, road base, and other types of aggregates projects.  We are familiar with the Colorado Department of Transportation (CDOT) contracting process and the statutes governing liens on CDOT projects.