Business Formations, Transactions and Litigation

When a client seeks guidance from The Cohen Law Group concerning formation or acquisition of a new 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, e.g., a “C” corporation, an “S” corporation, a limited liability company (LLC), or a particular type of partnership. We have experience in drafting and reviewing asset purchase agreements, commercial leases, operating agreements, shareholder agreements, intellectual property licenses, and other documents often associated with the formation or acquisition of a business. We also draft and review franchise agreements, franchise circulars, distributorship agreements, and similar documents.

Our role does not end after our client forms or acquires a business; we seek to establish long-term relationships with our business clients. 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.”

Due to our diverse experience we can advise our business clients on business planning, employment law issues, Internet and website issues, intellectual property, real estate transactions, regulatory matters, sales and use tax issues, and in many other areas. 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 and taxation.

Employer Representation
TCLG attorneys represent employers in a variety of circumstances. We develop and review employment agreements, personnel manuals, independent contractor agreements, non-compete agreements, confidentiality agreements, compensation agreements, and employment policies touching on everything from employee privacy to sexual harassment. The firm also advises and represents 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, The Colorado Lawyer, July 2004. He has expertise in drafting workplace violence policies and in reviewing existing policies.

Creditor’s Rights
The freedom to contract with another plays a vital role in the American economic system, but for any business there are few things 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. TCLG understands this.

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. As an attorney at Davis Graham & Stubbs, LLP in Denver, Ms. Horner also gained expertise in the areas of bankruptcy and creditor’s rights. We understand that filing suit to collect a debt is not something to be taken lightly, and before filing any action we strive to make certain our clients understand the costs and risks of litigation.

TCLG represents a distributorship in Brighton, Colorado, that sells and leases heavy machinery used in commercial construction projects. Mark Cohen 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 this type of 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.

TCLG represents creditors in contract and warranty litigation throughout Colorado. The firm’s attorneys are fully competent in the area of preparation and foreclosure of mechanic’s liens.

TCLG also has significant experience in post-judgment collection efforts. 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 and Ms. Swearingen recently teamed up to write 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.

When representing creditors or potential creditors, the firm is committed to educating its clients about how to prevent collection disputes from arising and learning from them when they do arise.