Corporate & Tax
Lagerlof, LLP is a leading provider of legal advice and services in all areas of corporate and tax law.
Lagerlof, LLP is a leading provider of legal advice and services in all areas of corporate and tax law.
Our attorneys work to provide our clients with proactive, cost-effective, and strategic support through all stages of business. We serve businesses, owners, management teams, and directors. We have experience in corporate law, mergers and acquisitions, joint ventures, governance issues, as well as in related areas of including taxation, intellectual property, and business litigation.
Our area of expertise are as follows:
- Business operations
- Maintenance and management agreements
- Construction contracts
- E-commerce agreements
- Employment, consultant and outsourcing agreements, as well as nondisclosure and non-competition agreements and union contracts
- Executive compensation arrangements
- Equipment leases
- Financing arrangements, including all types of acquisition finance, equity and debt finance and project finance, and all lender/borrower agreements
- Intellectual property licensing and R&D sharing/collaboration agreements
- Franchise agreements
- Joint ventures and strategic alliances
- Mergers, acquisitions and divestitures
- Real estate acquisition, development-related leasing and sales agreements, easements and rights of way
- Shareholder and partnership agreements
- Restructurings and reorganizations
- Vendor, supplier and distribution contracts
- Tax issues and tax credits

Joshua Driskell
jdriskell@lagerlof.com

William Kruse
wfkruse@lagerlof.com

Richard Rasmussen
rrasmussen@lagerlof.com
Corporate & Tax Flyer:
FAQ
Most frequent questions and answers
The best structure depends on your goals, liability concerns, tax considerations, and growth plans. Common options include sole proprietorships, partnerships, LLCs, S corporations, and C corporations. Each offers different levels of liability protection, taxation, and administrative requirements.
An LLC generally provides flexible management and pass-through taxation, while a corporation has a more formal structure with shareholders, directors, and officers. Corporations may be better suited for businesses seeking outside investment or planning for significant growth.
A C corporation is taxed separately from its owners, potentially resulting in double taxation. An S corporation is generally a pass-through entity, meaning profits and losses pass directly to shareholders for tax purposes, subject to eligibility requirements.
Businesses often consider conversion when seeking investors, preparing for a sale, expanding operations, or addressing tax efficiency concerns. The timing and structure of a conversion should be evaluated carefully to avoid unintended tax consequences.
Companies should maintain formation documents, bylaws or operating agreements, meeting minutes, resolutions, ownership records, contracts, and financial records. Proper recordkeeping helps maintain legal compliance and supports liability protection.
Business tax obligations may include federal and state income taxes, payroll taxes, sales and use taxes, franchise taxes, and local taxes. Requirements vary based on the business structure, location, and activities.
Businesses can reduce tax liability through strategic planning, including selecting the appropriate entity structure, maximizing deductions and credits, implementing retirement plans, and timing income and expenses appropriately. Tax planning should be proactive and ongoing.
A business transaction requires careful attention to due diligence, deal structure, tax implications, contracts, liabilities, and regulatory compliance. The structure of the transaction—such as an asset sale or stock sale—can significantly affect taxes and risk allocation.
An audit notice does not necessarily indicate wrongdoing. Businesses should promptly review the notice, gather requested documentation, and seek professional guidance to ensure accurate and complete responses while protecting their rights.
Corporate and tax planning helps businesses reduce risk, improve operational efficiency, preserve wealth, support growth objectives, and avoid costly disputes. Proactive planning often identifies opportunities and issues before they become significant problems.



