Business Development Law:
Business development law is a broad category that encompasses the rules and requirements for all phases of a business’s life, from its creation, then all of the activities during its life and, finally, its termination. The creation of a business includes the decision whether to form the business as a sole proprietorship, a partnership, a limited liability company, a corporation or some other type of entity, or whether to set up as a nonprofit.

The activities during a business’s life include managing the various relationships that a company might have with its employees, customers, vendors, stockholders, bankers, the government and the public. Businesses also, of course, raise capital; keep records; file business and tax forms; hire employees; market and advertise their goods or services; merge with, acquire and/or sell other businesses; and a host of related activities.

Joint Ventures:
A joint venture is a short-term partnership in which the persons jointly undertake a transaction for mutual profit. Generally each person contributes assets and shares risk. Like a partnership, joint ventures can involve any type of business transaction and the "persons" involved can be individuals, groups of individuals, companies or corporations.

Business Contracts:
Business contracts are written documents that embody a wide range of business relationships that occur in the life of a typical company. They can include non-compete agreements, non-piracy agreements, non-disclosure agreements, restrictive covenants, employment agreements, producer agreements, sales representative agreements, consulting agreements, management agreements, franchise agreements, licensing agreements, deferred compensation agreements, independent contractor agreements, employee leasing, "rabbi" trusts and others.

Business and Commercial Litigation:
Business and commercial litigation includes any dispute between businesses or business owners. Attorney Erwin Shustak has successfully handled cases involving contract disputes, business torts, such as interference with business or contractual relationships, fraud, mismanagement, breach of stockholder agreements and employee wage and benefit claims.

Commercial law involves the legal rules and principles bearing on commercial transactions and business organizations. The Uniform Commercial Code often governs issues that arise in this area. As with any area of law, disputes arise that cannot be resolved without resort to the courts or arbitration. Attorney Shustak has successfully represented clients in disputes involving or arising from the uniform commercial code, negotiable instruments, banking fraud, asset purchase agreements, promissory notes and stock sales.

Mergers and Acquisitions:
The phrase mergers and acquisitions refers to corporate finance strategy and management dealing with the merging and acquiring of different companies as well as other assets. Usually mergers occur in a friendly setting where executives from the respective companies participate in a due diligence process to ensure a successful combination of all parts. Corportate mergers are often aimed at reducing market competition.

On other occasions, acquisitions can happen through hostile takeover by purchasing the majority of outstanding shares of a company in the open stock market. In the United States, business laws vary from state to state whereby some companies have limited protection against hostile takeover.

Technically, what differentiates a merger from an acquisition is how it is financed. Simply put, a merger is a combination of two companies into one larger company. A "merger" or "merger of equals" is often financed by an all stock deal (a stock swap). An all stock deal occurs when all of the owners of stocks of either company get the same amount of stock in the new combined company. The term "demerger" is sometimes used to indicate the effective opposite of a merger, where one company splits into two, the second often being a separately listed stock company if the parent was a stock company.

An acquisition (a larger company buying out a smaller company) can involve a cash and debt combination, or just cash, or a combination of cash and stock of the purchasing entity, or just stock. The Sears-Kmart acquisition is an example of a cash deal. In addition, the acquisition can take the form of a purchase of the stock or other equity interests of the target entity, or the acquisition of all or substantially of its assets.

If your business has an existing or emerging legal issue, and you need superior, sophisticated representation, please call New York Business Attorney Erwin J. Shustak of Shustak Frost & Partners, P.C. at 888-855-2823, or complete the contact information form provided on this site to schedule your free consultation.

Frequently Asked Questions

The following information includes frequently asked business law questions. The answers stated are general in nature and are not intended to apply to every situation. Each case is different and carries its own set of circumstances which must be taken into consideration by competent legal counsel. If your business has an existing or emerging legal issue, and you need superior, sophisticated representation, please call New York Business Attorney Erwin J. Shustak of Shustak Frost & Partners, P.C. at 888-855-2823, or complete the contact information form provided on this site to schedule your free consultation.

What is business litigation?
Business litigation involves business people representing a variety of industries on local, state and federal levels in matters pertaining to such diverse areas as:

• Business Torts: including commercial defamation; trade dress, patent or trademark infringement (including Lanham Act suits); interference with contractual or economic relations; breach of fiduciary duty; fraud and misrepresentation; unfair and deceptive trade practices and other conduct or claims that affect the success of a business.
• Class Actions: including securities fraud, commercial and tax issues, and minority shareholder rights.
• Contracts: such as a service contract with a primary vendor, an output contract with a key supplier, a sales contract with an important customer, or any other kind of written or oral agreement.
• Professional Malpractice: accountants, architects, engineers, doctors and lawyers all face the risk of malpractice claims that can jeopardize business, reputation and finances.
• Securities and Antitrust: claims involving securities and investments, claims arising under federal law--for example, Rule 10b-5, the 1933 Act, the 1934 Act--or state securities laws.
• Shareholder and Corporate Governance: shareholder inspection rights, duties of directors and officers, conflicts of interest, derivative actions, business judgment rule defenses, change of control provisions, dissent and appraisal proceedings, involuntary and judicial dissolution, minority shareholder rights and claims, and valuation of closely held corporations.
• Telecommunications: technical and industry-specific issues, including issues arising out of the Telecommunications Act of 1996.

What do business law lawyers do?
Business law encompasses rules, statutes, codes, and regulations that are established whichgovern commercial relationships and provide a legal framework within which business law attorneys may help you conducte and manage your business.

Business law attorneys help you with every aspect of highly diverse business law including areas like: banking and finance law, business formation and organization, business negotiations, business planning, transactional business law, acquisition, merger, divestiture and sale of businesses, and business litigation, as well as environmental, intellectual property, labor and civil law areas.

What are some of the most common types of business organizations?
The most common types of business organizations include:

• Sole Proprietorship - you are the only owner of the business.
• Partnership- which can take the form of a regular partnership, a general partnership, limited partnership or limited liability partnership.
• Corporation - the default form of a corporation is a C Corporation (also known as Subchapter C Corporation). Smaller corporations typically file for the S Corporation (Subchapter S) tax election so they are not double taxed.
• Limited Liability Company (LLC) - a hybrid formation that provides personal liability protection similar to a corporation, with the flexibility and tax advantages of a single proprietorship or partnership.

Should I hire a business law attorney?
It's obvious that you should hire a business attorney if you’re being investigated for securities fraud by the Securities and Exchange Commission (SEC) or a customer is severely injured by one of your products or on your premises. But, there are a lot of not so obvious reasons to retain a business law attorney.

For example, are you planning on forming a corporation or partnership? A business law attorney can avert a lot of legal issues that can arise with forming these types of businesses and he or she can advise you on the best business formation for your needs. A business law attorney can also help research any possible intellectual property issues and issues relating to hiring employees, tax issues and other legal matters that can arise with forming and running a business.

My attorney, in order to effectively assist me, needs to understand my business and be responsive to any questions that may arise. However, given the fact that attorneys charge on a time basis, how do I maximize the use of my attorney in the most cost effective manner?
You should call your attorney whenever a legal/business question arises. In most cases, advice can be given on the matter quickly without the need for much legal involvement. In any event, the phone call will keep your attorney apprised of client developments and enable him or her to determine the extent of legal work which may be required to respond to the matter. Where possible, the attorney should be able to provide an estimate of the legal costs projected to be incurred in resolving the matter.

Many of my business transactions do not justify significant legal expense or are in an environment in which formal contracts would turn off the other side. How do I protect myself in these situations?
Your attorney should provide his or her clients with various types of documentation responsive to the environment within which the client is operating. When a client has repetitive types of activities, the attorney should develop a form contract that the client can use for subsequent similar situations so that the cost of the contract can be amortized over a number of transactions. In situations where formal contracts are inappropriate, the attorney should work with the client to develop simplified plain English letter agreements that are enforceable but not intimidating. In each case, the approach must be to recognize the business framework within which the contract is being developed and to provide a contract which matches that framework and is still as enforceable as possible for the benefit of the client.

Professional Profile

Attorney Erwin Shustak of Shustak Frost & Partners, P.C. places top priority on representing his clients vigorously and ethically to achieve the best results possible. If your business has an existing or emerging legal issue, and you need superior, sophisticated representation, please call New York Business Lawyer Erwin J. Shustak of Shustak Frost & Partners, P.C. at 888-855-2823, or complete the contact information form provided on this site to schedule your free consultation.

FIRM ADDRESS:
Shustak Frost & Partners, P.C.
400 Park Avenue, 14th Floor
New York, NY 10022
Phone: 888-855-2823

MEMBERS OF FIRM:

Erwin Shustak, Attorney

Practice Areas

• Complex Securities and Business Litigation
• Securities and Business Arbitrations
• Intellectual Property and Unfair Competition Disputes

Erwin Shustak is one of the founding partners of Shustak Frost & Partners, P.C. and heads the Firm's Litigation and Arbitration Department. He is the managing partner of the Firm.

Mr. Shustak specializes in litigations, trials, arbitrations and appeals of complex business and securities disputes. He has handled and overseen several hundred litigations and arbitrations, in Federal and State Courts and arbitration forums across the country.

He has represented public and private companies of all kinds, including financial institutions, governmental agencies, including the FDIC and the Resolution Trust Corporation, manufacturing firms, broker-dealers, hedge funds, registered representatives and investors. His vast trial and arbitration experience includes business, securities and financial fraud; breach of contract; employment disputes; unfair competition, non-compete and restrictive covenant cases; RICO and intellectual property disputes including copyright and trademark infringement.

Mr. Shustak began his career at the prominent firm of Kaye Scholer Fierman Hays & Handler in New York City. He is admitted to the State and Federal Courts of California, New York and New Jersey; the Second, Third, Fifth and Ninth Circuit Federal Courts of Appeals, and the United States Supreme Court.

He serves as an arbitrator for the National Association of Securities Dealers, the National Futures Association and the Arbitration Forum and is a member of the Association of Trial Lawyers of America; the Association of Business Trial Lawyers of San Diego; the Public Investor Arbitration Bar Association; the New York and California State Bar Associations and the San Diego County Bar Association where he has served on the Mandatory Fee Arbitration Committee since 2000. Erwin was selected by the Editors of the San Diego Daily Transcript as one of the Transcript's Top Ten Attorneys in 2005. Mr. Shustak is a Member of the Academy of Court-Appointed Masters.

Erwin resides in La Jolla, California and travels extensively serving the Firm's clients. He is an avid sailor and skier and is active in a number of community organizations including Cub Scouts and various pro bono projects.

Education
J.D.- New York University School of Law, 1976. Member Law Review, selected on the basis of academic excellence.

B.A.- Rutgers College, New Brunswick, New Jersey, 1973. Phi Beta Kappa, Cum Laude and Highest Distinction in Economics; Omicron Delta Epsilon, National Economics Honor Society.