Business & Corporate Law

We regularly assist our clients in choosing and creating appropriate and tax-efficient business structures, including corporations, limited liability companies, partnerships, nonprofit entities and professional organizations. After formation, we regularly act as "outside" general counsel, addressing the wide range of legal needs of an emerging company and finding solutions so that our clients can grow and prosper.

Our attorneys provide guidance and strategic assistance through the complexities of operating and growing a business, including the development of prudent corporate policies, director, manager and officer compliance, management and control issues, fiduciary duty matters, financing and venture capital transactions, contract negotiation, employment issues and ownership transition and succession planning.

HBC’s business attorneys advise businesses and individuals on a wide variety of issues that are involved in or affect their day-to-day activities as well as significant transactions and events as they occur.  Our transactional attorneys have a wealth of experience in contract negotiation and drafting for the transactions our clients encounter while doing business here and around the world, including:

• Ownership relationship documents, including partnership agreements, operating agreements, and buy-sell agreements

• Asset purchase agreement and stock purchase agreements

• Manufacturing, distribution and reseller agreements

• Joint venture agreements and strategic alliance agreements

• Employee, consulting and independent contractor agreements

• Professional services agreements

• Non-disclosure, non-solicitation, non-competition and assignment of inventions agreements

• Technology development and licensing agreements

• Financing and leasing agreements

• Web site user agreements

Our attorneys provide guidance and strategic assistance through the complexities of operating and growing a business, including the development of prudent corporate policies, director, manager and officer compliance, management and control issues, fiduciary duty matters, financing and venture capital transactions, contract negotiation, employment issues and ownership transition and succession planning.

Our employment attorneys are committed to creating employment contracts designed to comply with Colorado and federal law.  We regularly assist our clients in preparing employment agreements, stock option plans, non-disclosure agreements, non-competition agreements, assignment of invention agreements, employment separation agreements, job descriptions, commission plans, employment policies, employee handbooks and personnel manuals, drug and alcohol testing programs, leave of absence policies, and other employment-related documents. 

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HBC’s experience covers both franchisors and franchisees in industries such as restaurants, fitness and yoga, education, and sports facilities.  We assist with review, drafting, and negotiation of franchise agreements and related due diligence and help resolve disputes should they arise.

Hutchinson Black and Cook maintains a thriving practice dedicated to helping our clients protect and capitalize upon the value of their investments in intellectual property assets.   Our attorneys have broad experience that has enabled us to develop a highly sophisticated practice addressing intellectual property issues in a variety of fields, including high technology, manufacturing, hospitality, entertainment,  scientific instruments, and service industries.  From applications for registration to licensing agreements to infringement litigation, we are prepared to assist in almost any area of intellectual property.

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HBC has substantial expertise in assisting U.S. businesses and individuals with international business transactions and advising foreign clients regarding operations and investments in the United States.  We counsel clients on a broad range of cross-border transactions, including: 

• Software and other intellectual property licensing

• International distribution and agency contracts

• Manufacturing agreements

• Cross-border mergers and acquisitions

• Sales of goods to customers outside the U.S,

• Outsourcing/offshoring

• Joint ventures and unique strategic relationships

• Establishment of foreign subsidiaries and branches

• International management, consulting, and services agreements

• Protection of intellectual property rights in other countries

Our firm has ongoing relationships with legal counsel in many foreign countries, which permits us to obtain high quality representation in those jurisdictions to serve our clients.  Among those is HBC’s membership in LEGUS, an international network of law firms throughout the world.   HBC is the sole LEGUS member firm in Colorado.

Investment is key to the success of your business. Our business attorneys have extensive experience representing both founders and investors in connection with capitalization transactions of all kinds involving start-ups, emerging companies as well as established companies. 

These transactions include structuring, negotiating, documenting, and closing private placement transactions, preferred equity offering transactions, convertible debt transactions, friends and family investments, venture financing transactions, and angel investment transactions.

In addition, we specialize in developing employee ownership capitalization structures of all kinds for companies interested in offering their workers incentive equity ownership.  Our approaches include developing capital structures that entail employee equity incentive plans, employee equity ownership plans, restricted equity plans and phantom equity plans.

Whether you are looking for assistance in seed financing or multi-million dollar preferred financing, we can help you structure and obtain the right kind of financing for your business. 

HBC attorneys use their decades of experience in sophisticated transactions to handle matters ranging from negotiated asset transfers to multi-million dollar acquisitions, sales and recapitalizations, including the strategic tax and corporate planning for such transactions.  Our work involves negotiating, managing, directing and closing numerous mergers, acquisitions, divestitures, reorganizations and recapitalizations in a variety of industries with transactions valued from $1 million to $130 million. 

Our Representation has included:

• Seller’s counsel in sale of software company to foreign company in cable television industry

• Seller’s counsel in sale of paper products distribution company

• Buyer’s counsel in acquisition of division from foreign company in cable television and consumer electronics industry

• Seller’s (target) counsel in merger with multinational aerospace company

• Seller’s counsel for mannequin manufacturer

• Seller’s counsel in sale of quality-control equipment manufacturer to foreign company

• Co-counsel for seller in acquisition of manufacturer of wireless devices

• Seller’s (target) counsel in merger with semiconductor manufacturer

• Seller’s counsel in sale of assets in optics industry

• Seller’s counsel in acquisition of equipment manufacturer for oil and gas industry

• Buyer’s counsel in acquisition of related businesses in outdoor recreational, food products, medical, high tech, retail, oil and gas, pharmaceutical, heavy equipment sales and leasing, amusement, and computer industries

The tax implications of business transactions can be involved and complex. At Hutchinson Black and Cook, we approach tax problems as an opportunity for creative problem solving and planning. We represent a variety of tax clients, both big and small, assisting them to minimize their exposure and in confronting Federal, state and local tax audits. Whether income, sales and use, or property tax, Hutchinson Black and Cook has helped with both transactional planning and controversies, representing clients in forums that include local tax hearing officers and the Colorado Supreme Court. From taxes on complementary coffee and admissions charges to multi-state voluntary disclosure agreements for multi-national companies, our tax practice is wide-ranging.

HBC attorney Adam Chase is a well-known authority in the area of tax law, with a focus in state and local sales and use tax for Colorado and Louisiana.  He authored Colorado Sales and Use Taxation: The Complete State and Local Reference and is a frequent lecturer and author in tax law.

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Nationally, the growth and complexity of athletic organizations at all levels – youth, high school, collegiate, Olympic and professional – has led to increased demand of sports law expertise. HBC has a breadth of experience in representing athletes as well as athletic organizations and related participants who need legal counsel.

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We organize and advise a wide variety of non-profit organizations in our community, and beyond, in furtherance of their charitable, scientific and educational activities. For example, our non-profit attorneys provide advice regarding the requirements and process for obtaining tax-exempt status, business relations, endowment funds and other employment, real estate and fiduciary matters. Our attorneys have represented schools, churches, foundations, social service agencies and organizations, scientific organizations, sports leagues, art groups, organizations offering assistance to military veterans, and groups supporting our national parks and the forest service.