18 W. First Street, Suite 200 Dayton, Ohio 45402 • (937) 224-0076
© 2008 Site Developed by Artistic Inspirations. © 2008 Myers & Frayne Co., LPA All Rights Reserved. | FAQ's | Site Map
© 2008 Site Developed by Artistic Inspirations. © 2008 Myers & Frayne Co., LPA All Rights Reserved. | FAQ's | Site Map
Practice Areas and Legal Definitions:
PRACTICE AREAS
Select from the links below to learn more about our areas of expertise.
Select from the links below to learn more about our areas of expertise.
Business Contracts:
Business contracts are written documents that embody a wide range of business relationships that occur in the life of a company or individual. 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 . When you need to draft a business contract, the Ohio employment lawyers of Myers & Frayne Co., LPA, has the experience and know-how to address your situation and to meet your business's contractual needs.
Business contracts are written documents that embody a wide range of business relationships that occur in the life of a company or individual. 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 . When you need to draft a business contract, the Ohio employment lawyers of Myers & Frayne Co., LPA, has the experience and know-how to address your situation and to meet your business's contractual needs.
Mergers & 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. Corporate 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 stock 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 (one company buying out another 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. 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 all of its assets. For more information, please contact the Dayton, Ohio, mergers and acquisitions lawyers of Myers & Frayne Co., LPA.
Succession Planning:
Succession planning is the process of identifying and preparing suitable personnel, through mentoring and training, to replace key players (such as the CEO) within an organization as their terms expire.
This often involves the negotiation and/or preparation of employment and/or deferred compensation agreements, options, and/or phantom stock plans. For more information, please contact the Ohio succession planning lawyers of Myers & Frayne Co., LPA.
Real Estate:
Real estate transactions are governed by federal statutes, as well as state statutory and common law. Real estate law includes a wide variety of legal issues relating to acquiring, financing, developing, managing, constructing, leasing and selling commercial and residential real property of all kinds, including:
• Real estate transactions such as representation, litigation, consultation and negotiation of
mortgages, mortgage re-financing, reverse mortgages, 1031 tax-deferred exchanges, residential purchase and sale agreements, commercial purchase and sale agreements, residential leases and commercial
leases (e.g., office, medical building, restaurant, industrial property, or shopping center).
• Real estate disputes, including disputes over adverse possession, prescriptive easements, eminent
domain, condemnation, property taxes, title and boundaries, views, trees, branches, party walls, fences,
nuisance, trespass and encroachment, as well as sale disputes (e.g., breach of contract, specific
performance, non-disclosure, fraud or misrepresentation).
• Real estate broker issues, including claims against and defense of real estate brokers and agents
including negligence, fraud/misrepresentation, breach of fiduciary duty, disclosure obligations.
• Construction defects and mechanic's liens, including disputes that owners, builders and contractors may
have in regard to construction disputes, construction defects and claims, as well as construction accident
claims.
• Land use and zoning matters, including representation of property owners before governmental entities
(cities, counties, zoning boards, design review boards) relating to land use applications, permits
variances, zoning exceptions, design review approvals, and special use permits, as well as common
interest communities, including interpretation and enforcement of covenants and conditions & restrictions
(CC&R's).
The Dayton real estate attorneys of Myers & Frayne Co., LPA, are able to handle all of your real estate needs.
Business Litigation:
In the area of business litigation, the Dayton business law firm of Myers & Frayne Co., LPA, is committed to handling all of your litigation needs promptly and efficiently. Myers & Frayne Co., LPA, handles all forms of dispute resolution including mediation, arbitration and administrative hearings. Its business litigation cases range from all forms of business disputes to creditor representation and sales and purchases of businesses. Myers & Frayne practices and is experienced in local state and federal courts. Regardless of your litigation needs, you can be assured that the Ohio business lawyers of Myers & Frayne Co., LPA, are committed to serving you in an aggressive, professional manner that sets them apart from other firms.
Estate Planning:
An estate is the collection of assets held by an individual, including real and personal property. Estate planning is the process that an individual and his or her family undertake to determine how best to transfer those assets prior to and at the time of the individual's death. The estate plan's purpose is to work within existing state and federal laws to preserve the maximum amount of wealth possible for the beneficiaries (those people and entities that the individual wants his or her estate to go to). The most common means for carrying out the estate plan are wills and trusts.
Among the estate planning-related services provided by the Ohio estate planning lawyers of Myers and Frayne Co., LPA, are simple and complex wills, living wills, revocable and irrevocable trusts, gift planning, Medicare protection, family limited partnerships, powers of attorney, health care powers of attorney, limited powers of attorneys, special powers of attorney, special needs trusts, and prenuptial agreements. To find out how best to protect your estate and to address all of your estate planning needs, contact the Dayton estate planning firm of Myers & Frayne Co., LPA.
Bankruptcy:
Bankruptcy is the process by which a debtor who is unable to pay his or her creditors seeks assistance from a court for a temporary reprieve to get his or her financial house in order. In effect, the court works with the debtor's creditors to divide the debtor's assets among them as fairly and as equitably as possible. Some types of bankruptcy proceedings allow the debtor to discharge any debts remaining after the creditors are paid in order to give the debtor a fresh start. Other types allow the debtor to stay in business and to establish a plan for reorganizing the debt and for paying off creditors.
The Ohio bankruptcy law firm of Myers & Frayne Co., LPA specializes in reorganizations for sole proprietorships, partnerships, corporations and consolidated entities under Chapter 11 of the federal bankruptcy laws. The firm also handles pre-packaged plans of reorganization, liquidating plans, representation of creditors' committees and creditors, Chapter 7 filings for individual and businesses, and litigation involving fraudulent conveyances, preferences, avoidances, sales of assets and turnover of assets. Turn to Myers & Frayne Co., LPA, to meet your bankruptcy needs.
If you or someone you know in Dayton, Ohio, or within the surrounding cities and counties of Ohio, needs the assistance or legal counsel of an experienced business lawyer, contact Myers & Frayne Co., LPA, today at 866-294-9362, or complete the contact form provided on this site to begin your consultation with a Dayton bankruptcy attorney.
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. Corporate 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 stock 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 (one company buying out another 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. 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 all of its assets. For more information, please contact the Dayton, Ohio, mergers and acquisitions lawyers of Myers & Frayne Co., LPA.
Succession Planning:
Succession planning is the process of identifying and preparing suitable personnel, through mentoring and training, to replace key players (such as the CEO) within an organization as their terms expire.
This often involves the negotiation and/or preparation of employment and/or deferred compensation agreements, options, and/or phantom stock plans. For more information, please contact the Ohio succession planning lawyers of Myers & Frayne Co., LPA.
Real Estate:
Real estate transactions are governed by federal statutes, as well as state statutory and common law. Real estate law includes a wide variety of legal issues relating to acquiring, financing, developing, managing, constructing, leasing and selling commercial and residential real property of all kinds, including:
• Real estate transactions such as representation, litigation, consultation and negotiation of
mortgages, mortgage re-financing, reverse mortgages, 1031 tax-deferred exchanges, residential purchase and sale agreements, commercial purchase and sale agreements, residential leases and commercialleases (e.g., office, medical building, restaurant, industrial property, or shopping center).• Real estate disputes, including disputes over adverse possession, prescriptive easements, eminent
domain, condemnation, property taxes, title and boundaries, views, trees, branches, party walls, fences,nuisance, trespass and encroachment, as well as sale disputes (e.g., breach of contract, specificperformance, non-disclosure, fraud or misrepresentation).• Real estate broker issues, including claims against and defense of real estate brokers and agents
including negligence, fraud/misrepresentation, breach of fiduciary duty, disclosure obligations.• Construction defects and mechanic's liens, including disputes that owners, builders and contractors may
have in regard to construction disputes, construction defects and claims, as well as construction accidentclaims.• Land use and zoning matters, including representation of property owners before governmental entities
(cities, counties, zoning boards, design review boards) relating to land use applications, permitsvariances, zoning exceptions, design review approvals, and special use permits, as well as commoninterest communities, including interpretation and enforcement of covenants and conditions & restrictions(CC&R's).The Dayton real estate attorneys of Myers & Frayne Co., LPA, are able to handle all of your real estate needs.
Business Litigation:
In the area of business litigation, the Dayton business law firm of Myers & Frayne Co., LPA, is committed to handling all of your litigation needs promptly and efficiently. Myers & Frayne Co., LPA, handles all forms of dispute resolution including mediation, arbitration and administrative hearings. Its business litigation cases range from all forms of business disputes to creditor representation and sales and purchases of businesses. Myers & Frayne practices and is experienced in local state and federal courts. Regardless of your litigation needs, you can be assured that the Ohio business lawyers of Myers & Frayne Co., LPA, are committed to serving you in an aggressive, professional manner that sets them apart from other firms.
Estate Planning:
An estate is the collection of assets held by an individual, including real and personal property. Estate planning is the process that an individual and his or her family undertake to determine how best to transfer those assets prior to and at the time of the individual's death. The estate plan's purpose is to work within existing state and federal laws to preserve the maximum amount of wealth possible for the beneficiaries (those people and entities that the individual wants his or her estate to go to). The most common means for carrying out the estate plan are wills and trusts.
Among the estate planning-related services provided by the Ohio estate planning lawyers of Myers and Frayne Co., LPA, are simple and complex wills, living wills, revocable and irrevocable trusts, gift planning, Medicare protection, family limited partnerships, powers of attorney, health care powers of attorney, limited powers of attorneys, special powers of attorney, special needs trusts, and prenuptial agreements. To find out how best to protect your estate and to address all of your estate planning needs, contact the Dayton estate planning firm of Myers & Frayne Co., LPA.
Bankruptcy:
Bankruptcy is the process by which a debtor who is unable to pay his or her creditors seeks assistance from a court for a temporary reprieve to get his or her financial house in order. In effect, the court works with the debtor's creditors to divide the debtor's assets among them as fairly and as equitably as possible. Some types of bankruptcy proceedings allow the debtor to discharge any debts remaining after the creditors are paid in order to give the debtor a fresh start. Other types allow the debtor to stay in business and to establish a plan for reorganizing the debt and for paying off creditors.
The Ohio bankruptcy law firm of Myers & Frayne Co., LPA specializes in reorganizations for sole proprietorships, partnerships, corporations and consolidated entities under Chapter 11 of the federal bankruptcy laws. The firm also handles pre-packaged plans of reorganization, liquidating plans, representation of creditors' committees and creditors, Chapter 7 filings for individual and businesses, and litigation involving fraudulent conveyances, preferences, avoidances, sales of assets and turnover of assets. Turn to Myers & Frayne Co., LPA, to meet your bankruptcy needs.
If you or someone you know in Dayton, Ohio, or within the surrounding cities and counties of Ohio, needs the assistance or legal counsel of an experienced business lawyer, contact Myers & Frayne Co., LPA, today at 866-294-9362, or complete the contact form provided on this site to begin your consultation with a Dayton bankruptcy attorney.
