The Law Office of Benjamin Simon is committed to assisting clients with all their corporate legal needs.
Business Advisory & Transactions
Wherever you are in the life cycle of a business, I am here to help. From corporate formation documents (e.g., operating agreements, articles) to exit strategies (e.g., asset purchase agreements), and everything in between, I have negotiated, drafted, and closed deals of all kinds. Having a licensed and experienced corporate attorney draft and review your contracts will ensure your assets and business interests are better protected from potential threats and liabilities.
- Advised client in barter negotiation with solar energy company exchanging website design services for installation of solar panels; draft deal documents including considerations for tax abatements, timing of transfer of property, and protections and assurances for equipment financings.
- Led due diligence review for $65M purchase of health services enterprise including review of financial statements and capitalization tables for exhibits to asset purchase agreement.
- Served as general counsel for specialty food company; developed growth strategy from single location to seven stores in five states; realized fifty-fold revenue increase to $10M in three years.
- Appointed special counsel to Kansas Attorney General for representation of state in overseeing sale of two hospitals from local non-profit to national for-profit hospital chain.
- Represented medical center in $15M buyout of contract with electronic medical records vendor, and physician group’s $6M sale of ambulatory surgery center to national hospital chain.
Technology & Intellectual Property
My technology and IP practice includes several sub-specialties including media, software and web development, online marketing and SEO, various forms of licensing, and art law. The modern world revolves around the use and application of technology - make sure your ideas are protected.
- Consulted eSports management group regarding business formation and corporate governance issues, sponsorship and licensing contracts, and taxes on earnings from international competitions.
- Supervised and reconciled licensing and transfers of intellectual property, non-compete agreements, and risk management issues for website design and marketing agency.
- Advised creator of restaurant and entertainment mobile application in renegotiation of licensing and equity arrangement subsequent to breach and nonpayment by licensee.
A real estate practice must be able to utilize experience and expertise from several disciplines of the law. The nuances of real estate are constantly changing, but having an experienced attorney manage inspections, due diligence, and contracting helps to avoid pitfalls later on. I have assisted clients with buying, financing, developing and selling property of all types, and have also negotiated residential and sophisticated commercial leases on behalf of both landlords and tenants.
- Counseled landowner in negotiations for several unique properties including noise issues with recording studio, and lease renewal with Fortune 200 company for strategic retail location.
- Negotiated and reviewed sections of debt refinancing and consolidation documents for hotel brand’s $165M commercial mortgage-backed securities (CMBS) transaction.
- Researched state and federal requirements for mold remediation project of hotel on behalf of sub-contractors; assisted in discovery issues and depositions for resulting litigation, ultimately winning dismissal for client.
- Conducted research and draft portions of upcoming article on Kansas public-private partnership laws.
- Resolved dispute between landowner and business park owners’ association regarding special assessments for alleged illicit activity on premises.
Tax Planning & Controversy
Taxes are inevitable, but that doesn't mean they have to be painful. Before making a major acquisition or selling your business, consult with a tax attorney to make sure you don't pay more than necessary. If you or your business becomes the target of an IRS or state department of revenue investigation, having an experienced tax attorney by your side can make all the difference in the world.
- Represented automotive business and owner in negotiations with IRS for delinquent payroll (i.e., trust fund) taxes; successfully avoided audit and forced bankruptcy with favorable repayment terms, allowing business to continue operations and owner to retain all assets.
- Assisted fourth-class Missouri city in municipal tax matter regarding statutory error in bond issuance, including identifying and selecting new bond counsel and guiding participation in IRS VCAP program.
- Negotiated with state and federal tax authorities on behalf of several clients delinquent in sales and use, employer, and income taxes; obtained favorable repayment plans in all cases.