Business

Fox, O’Neill & Shannon, S.C. began as a business law firm in 1962. Since that time, it has emerged as a leader in business and corporate law throughout Southeastern Wisconsin.

FOS’s clientele runs the gamut, from Wisconsin start-up companies to established national businesses with annual sales of hundreds of millions of dollars. Serving this variety of businesses, our approach remains the same: we work closely with the business owners, operators and advisors, not only to assure compliance with the various laws to which they are subject, but to strategize with them, over all legal areas, to help assure their success. This includes dealing with operational issues, tax issues, ownership structures, contractual matters and succession planning.

FOS has extensive experience in transactions of nearly every type involving an operating business, including acquisitions of other companies and divestitures. Our team works to make the complete acquisition and divestiture process as painless as possible.

The FOS corporate practice group includes three attorneys who are also certified public accountants, and who have worked previously at large public accounting firms. The breadth of experience and background of FOS’s CPA attorneys assures that our business clients receive the best tax advice and planning available.

We know that what business owners need and want from a law firm is straightforward, real world advice that helps them protect and advance their business in a highly competitive economy, and which keeps them out of entanglements that do not further their company’s advancement. At FOS, we pride ourselves in providing that type of assistance.

Commercial Transactions

Every business will be involved in many commercial transactions over its lifetime. In representing businesses, Fox, O’Neill & Shannon, S.C. assists clients in a full range of commercial transactions. These include negotiating and drafting contracts, employment agreements, real and personal property leases, service contracts, terms and conditions of sale, loan agreements and related loan documentation, licensing agreements, and customer and supplier security agreements. Well drafted agreements anticipate, avoid and aid the resolution of issues that may arise in a business relationship or transaction. Our attorneys have extensive experience in drafting and implementing transactional documents.

Even the best run company will be involved in business disputes from time to time. When disputes arise, the firm’s business litigation attorneys are ready to represent the clients’ business interests in state and federal courts throughout the country, including in bankruptcy courts. The litigation attorneys further work with the firm’s business attorneys in handling arbitrations, mediations and administrative proceedings before all regulatory bodies.

FOS is well aware that business disputes can be disruptive and expensive, and can result in company resources being diverted from a company’s growth. The firm’s goal is to quickly resolve a dispute to a client’s best advantage, while avoiding conflict or time consuming litigation. FOS has a proven track record of resolving complicated business disputes efficiently, expeditiously and successfully.

When litigation is unavoidable, however, the firm’s decades of experience and success in litigating business disputes help put its clients at ease, allowing them to focus on what they do best—running their businesses.

Construction

The attorneys of Fox, O’Neill & Shannon, S.C.’s construction law practice have broad experience in fulfilling the legal needs of FOS clients regarding the construction industry.

The firm represents owners, contractors, subcontractors and developers in all aspects of their operations. FOS regularly advises clients on construction related matters, including contracting issues, contract negotiations, contract disputes, change orders, liens, financing for projects, bonds and litigation.

The firm has extensive experience in representing, negotiating and executing construction contracts with builders. Our expertise is designed to insure that work is completed timely, negotiated contracts thoroughly protect the owner, and remedies are readily available if the contractor fails to meet its obligations.

Finance

Fox, O’Neill & Shannon, S.C. represents business borrowers in every aspect of their relationships with lenders and other credit sources. These include negotiating and reviewing loan documentation with traditional lenders, insurance companies and third party providers, negotiating and reviewing industrial revenue bonds, and obtaining state and departmental bond financing.

The firm’s attorneys are involved in negotiating, drafting and structuring both highly complex loans and simpler, more conventional, loan arrangements.

FOS’s attorneys also assist clients in preparing private placement memoranda, including those under Regulation D, and negotiating and reviewing initial public offering documentation.

Formation

Fox, O’Neill & Shannon, S.C. provides a full range of services related to the formation and initial operation of business entities. The firm’s clients include single member businesses, partnerships, family businesses, small and medium sized corporations, limited liability companies and nonprofit entities. The firm’s most common business formation services include:

  • Initial structuring of business entities, including limited liability companies, corporations, partnerships and service corporations
  • Advising on employment matters, including employment and compensation agreements, employee benefits, and directors’ and corporate officers’ obligations
  • Advising, drafting and reviewing documentation related to business real estate transactions, including office purchases and leases
  • Advising and reviewing loan transaction documentation, including traditional loans, credit facilities and lines of credit with banks, industrial revenue bond financing, and bond issuance
  • Advising on tax issues related to business planning
  • Assisting in shareholder matters, including drafting shareholder agreements, stock plans, stock redemption agreements, stock issuance, and advising and conducting shareholder meetings
  • Forming corporations and limited liability companies in every state, and maintaining corporate records

FOS assists clients in choosing the most suitable legal structure for their business needs. Common services include advising clients of the advantages, disadvantages, liability and tax implications of available business structures, including corporations, service corporations, limited liability companies, partnerships and sole proprietorships.

The firm’s goal in advising clients on business-selection issues is to determine which business structure best meets the client’s goals and needs. The attorney and the client together make this determination after discussing the business’ purpose, its intended size, and the various tax implications.

The firm’s business attorneys work with clients in drafting organizational documents, ensuring they are properly filed, complying with various state and federal filing requirements, registering business names, and obtaining trademark and copyright protection. As always, these services are provided efficiently and cost effectively.

Immigration

The procedures and requirements for temporary or permanent entry by noncitizens into the Unites States continue to be increasingly complex. Fox, O’Neill & Shannon, S.C. has successfully navigated the immigration system.

The firm has successfully represented businesses in obtaining temporary and permanent entry of employees and managers under, among others, H-1b and L-1 immigration classifications.

The firm has also successfully represented clients in individual petitions for permanent residency and citizenship.

Intellectual Property Rights

The Intellectual Property team at Fox, O’Neill & Shannon, S.C. advises clients on how best to protect their valuable trade secrets, and confidential and proprietary information. This practice includes negotiating and preparing confidentiality and non-disclosure agreements, non-competition and non-solicitation agreements, and other documents needed to protect such proprietary information from adverse disclosure or use.

FOS’s attorneys also advise clients on obtaining, maintaining and protecting federal and state trademark protection, to maximize proprietary rights in brands, identity and images. The firm’s attorneys provide services at all stages of the regulatory process, from the filing and maintenance of registrations to their monitoring to discover, among other things, potential conflicting users.

A significant part of any business acquisition is the transfer of intellectual property to the buyer. The attorneys at FOS assist clients in acquiring all types of intellectual property, including patents, trademarks, copyright and other proprietary rights. This can occur through purchase agreements, or through licensing or other arrangements.

It is not uncommon for individuals and businesses to have their intellectual property rights violated by others, or to be threatened with litigation based on an alleged violation of another’s intellectual property rights. The attorneys at FOS have successfully litigated numerous disputes involving trademarks, trade secrets, and unfair competition. They are skilled at successfully resolving disputes through negotiated settlement or mediation, or, if necessary, litigation and/or arbitration.

FOS’s expertise extends beyond United States companies to foreign companies operating in the U.S. The firm has represented foreign-based corporations acquiring trademark and other intellectual property rights in the United States. FOS’s attorneys have also defended international companies operating in the United States from alleged violations of U.S. intellectual property law.

International Business

Fox, O’Neill & Shannon, S.C. represents several foreign clients conducting substantial business in the United States. Recognizing the cultural and business differences between the United States and other countries, the firm’s attorneys take particular pride in assisting foreign companies and their owners and managers to understand and work with these differences. The attorneys at FOS communicate with their foreign clients in a straight-forward manner which facilitates these clients developing their business interests in the U.S.

FOS’s attorneys’ expertise includes negotiating and providing documentation for financing, mergers and acquisitions, land acquisitions, joint venture formation, and the structuring of foreign-owned U.S. entities.

When necessary, the firm’s attorneys work with law firms and attorneys in other countries to facilitate client transactions. This includes protecting client intellectual property in jurisdictions outside of the United States.

Joint Ventures and Partnerships

Fox, O’Neill & Shannon, S.C. assists clients in the more complex legal issues involving joint ventures and partnerships, including the tax and liability implications of those relationships.

Joint venture issues can be particularly complicated, and require specific consideration of relevant practical, legal, and tax issues.

The firm’s attorneys are experienced in working through such issues, realistically assessing risk, and negotiating agreements which protect a client’s interest while advancing these business opportunities.

Mergers and Acquisitions

Fox, O’Neill & Shannon, S.C.’s attorneys have represented clients in hundreds of mergers and acquisitions involving local and national businesses throughout the country. These transactions range from small business acquisitions and divestitures to acquisitions exceeding $100,000,000. They include acquisitions arising out of federal bankruptcy proceedings, and secured lender foreclosures.

FOS’s mergers and acquisition attorneys provide prompt, efficient and responsive services when an acquisition or divestiture issue arises. Their services cover all aspects of a merger or acquisition, including drafting letters of intent and final agreements, conducting due diligence analyses and oversight, supervising environmental and regulatory compliance, negotiating financing agreements, obtaining regulatory approvals, including under the Taft-Rodino Act, and reviewing tax issues.

An acquisition or divestiture, at any level, can be time consuming and confusing to a business client. FOS takes pride in simplifying the process and identifying, early on, the significant legal issues that will be involved in a particular transaction. The attorneys are mindful of establishing good working relationships with opposing counsel and their advisors, and otherwise facilitating a smooth and expeditious transaction. When important to our clients, the firm strives to maintain an ongoing relationship between the businesses involved.

Private Placements

Fox, O’Neill & Shannon, S.C. has been involved in hundreds of private placements, representing lead brokers, contributing brokers, and private entities.

With brokers, the attorneys at FOS assist their clients in the structuring of distribution agreements, and negotiating fair compensation arrangements with their customers. They work with brokers to review the private placement memorandum, insuring that it complies with applicable security laws and that the necessary due diligence has been properly performed and documented. When necessary, the attorneys at FOS will provide opinions regarding the requirements of the various state “Blue Sky” laws that apply to a transaction, and make required security filings.

For private companies, a private placement is one vehicle available to raise money to expand and otherwise fulfill a business plan when traditional bank financing is not available. However, private placements are not a vehicle for every business. The attorneys at FOS initially advise clients whether their business and structure appears appropriate for a private placement. If so, the attorneys will recommend whether to work through a broker or effect the placement themselves.

In either case, the attorneys at FOS work with its client to prepare the private placement memorandum, insure that the necessary due diligence has been properly performed and documented, and prepare the memorandum for distribution. The attorneys advise the client regarding the requirements of the various applicable security laws to the placement, and affect the necessary filings with relevant governmental units. If necessary, they review purchaser suitability documentation and advise the client as to the acceptability of investors. The attorneys also assist in the issuance of certificates to investors.

Small and Emerging Companies

Fox, O’Neill & Shannon, S.C. recognizes the great difficulties faced by new and small businesses in achieving short and long-term success. The firm’s business attorneys have considerable experience advising small businesses and emerging companies on these unique issues.

Beneficial services often include determining the proper corporate structure, complying with state and federal filing requirements, assisting in negotiating employment agreements and leasing arrangements, and providing tax advice.

As a client’s business grows and expands, FOS brings its full array of legal services to assist the company in its increasing legal needs. Among other things, the attorneys provide advice and services for mergers and acquisitions, changing employment situations and relationships, financing and expansion transactions, and other commercial aspects of a developing business.

The firm is sensitive to the cost constraints faced by new businesses. To FOS, every new business client is an opportunity for a decades-long relationship. The firm therefore insures that the owners of a new business receive the firm’s customary excellent legal services at a reasonable cost.

Technology

Given technology’s rapid growth and expansion into all aspects of society, the law is constantly changing to keep up with technological needs.

The attorneys at Fox, O’Neill & Shannon, S.C. understand technology’s impacts on their clients. The firm works with clients to ensure that they and their assets are fully protected, and that clients do not unwittingly violate third parties’ technological rights.

The firm regularly negotiates technology licenses to represent both licensors and licensees. The attorneys at FOS are very familiar with the contractual provisions necessary to protect a client on either side of a technology transaction.

Transition Planning and Exit Strategies

Every business faces issues related to transitioning from current owners to future owners, whether through generational change or otherwise. Fox, O’Neill & Shannon, S.C. is committed to providing a fair and responsible exit strategy for a business’s current owners.

As part of its broad range of business services, FOS has extensive experience assisting businesses and their owners in appropriate succession planning. The firm’s goal is the same as the client’s: to make sure that businesses are transitioned and transferred smoothly, successfully and profitably.

The firm assists owners in preparing buy-sell and stock redemption agreements, making special efforts to assure favorable tax implications to both parties, and in structuring all organizational issues that arise in transition transactions. These include providing strategies for dealing with suppliers, customers, employees, and lenders to provide a favorable transition. The firm also works with its clients to obtain and structure financing for a transaction where necessary.

Wisconsin Dealerships

Fox, O’Neill & Shannon, S.C. has been at the forefront of protecting Wisconsin businesses under Wisconsin’s Fair Dealership Law since the law’s inception. The firm successfully represented a dealer in one of the first reported cases under the law shortly after its enactment.

Since then, the firm has represented many clients under the Dealership Law. The firm has decades of experience advising its clients regarding, and in drafting, reviewing, and negotiating dealership agreements in compliance with, the Dealership Law. A dealership can be a beneficial business vehicle, but only if the dealer understands and acts to protect its dealership rights.

FOS has successfully represented many businesses whose dealerships have been unlawfully terminated, or against which other adverse action has been taken, in violation of the Dealership Law. On several occasions, the firm’s negotiation and litigation expertise has been the difference between a client’s economic success or failure.