The Services We Provide
At Giannascoli & Kent, we have a very broad and deep corporate practice. We assist emerging business as well as national and international corporations with:
- Corporate Transactions. Our expertise extends to mergers and acquisitions, joint ventures, contract preparation, negotiation or reviews, securities matters, intellectual property, financing options, entity formation, corporate reorganizations, corporate governance, tax issues, and regulatory matters.
- Business Growth. Our goal at all times is to provide creative, results oriented counsel, to identify challenges and establish solutions to accomplish our clients’ objectives in an efficient, cost effective manner.
- Sophisticated Counsel. Our lawyers have been engaged in business and law for decades. We are leaders in our respective areas of practice, providing counsel to national and international corporations and to start-up and emerging concepts.
- Cost-Effective Structure. Our small-firm structure delivers large-firm level of reliable, sophisticated counsel at affordable rates, guaranteeing that our clients receive the highest level of representation, whether they have engaged us for a single transaction or for ongoing legal assistance.
Franchise & Distribution
Representing companies in both the emerging and middle markets, Giannascoli & Kent has deep roots in franchise and distribution law:
- Sophisticated Counsel. We represent franchisors and distributors in federal and state regulatory issues, mergers, acquisitions, implementation of growth and exit strategies, financing, employment, intellectual property, litigation, and tax matters.
- Personal Experience. Tom Kent served as in-house counsel and Director of Center Development for an international franchise company before entering the private practice of law. We bring this practical, personal experience to bear in our legal counsel.
- Business Solutions. We guide companies who are considering franchising to determine if franchising is appropriate as a growth strategy. When appropriate, we position existing business platforms to achieve effective and profitable franchising.
- Business Growth. We partner with existing franchisors and distributors who require a more sophisticated, responsive, and proactive approach to the needs of their business.
The partners of Giannascoli & Kent have represented more than a dozen banks over the past 25 years, engaging in:
- Loan document preparation for large commercial loans, including drafting, developing, and negotiating loan documentation for a wide variety of sophisticated financing transactions, as well as ensuring proper collateralization of these loan transactions.
- Real estate loan transactions for lenders, borrowers, investors, and guarantors, ranging from large owner occupied commercial office and industrial buildings, to large retail center construction loans for “big box” national retailers, to new construction multi-unit single-family residential developments.
- Wide ranging loan work-out, modification and collection on defaulted loans, including complex loan litigation on commercial and real estate loans, lender representation in bankruptcy proceedings, and structuring and negotiating forbearance agreements with borrowers.
While litigation is never a preferred tactic in resolving a legal matter, it is sometimes a necessary tool to achieve the best outcome for our clients. At Giannascoli & Kent, we:
- Develop aggressive, but practical, litigation strategies to protect our clients’ interests and defend their rights.
- Seek Alternative Resolutions. We are well-versed in alternative dispute resolution tactics such as mediation and arbitration, and employ those methods when appropriate.
- Staff Litigation Cases Appropriately. We ensure that if litigation is required, you have a “mean and lean” team of attorneys on your side who will have all the capabilities and skills on hand to achieve an optimal result.
- Protect Our Clients’ Best Interests. Your best interests are our lodestar, so we guarantee that we will work in an efficient and cost-effective manner in order to accomplish your goals.
Taxation & Wealth Planning
At Giannascoli & Kent, we help you plan and prepare for the future: for yourself, your heirs, and your company.
- Estate Planning. We minimize any tax consequences for your estate, and document how you would like your assets to be distributed, i.e., in trusts or gifts.
- Asset Protection Planning. We structure your assets to mitigate any risk of losing assets to creditors.
- Succession Planning. We plan the transition of your business, whether that will be to the next generation, to key members of the management team, or to an outside buyer.
- Tax Planning. We provide business tax consulting and planning, represent clients if they are audited, and perform estate administration.
Giannascoli & Kent performs real estate representation for both individuals and business entities of all types, including:
- Transactional Real Estate Work. We provide legal documentation for purchases and sales of real property, for tax deferred exchanges of real property, for conversions of real property to condominium ownership structure, for easements and right of way agreements and for many other types of transactions involving real property. We also attend and supervise the settlement and closing meetings on all types of real estate transactions.
- Commercial Lease Transactions. We, draft and review both commercial and residential lease agreements.
- Land Development and Land Use. We work with local municipalities to have land development plans submitted and approved, to get zoning classifications modified, to submit and have variance requests and special exception requests approved and to submit and obtain approvals for property subdivisions.
- Additional Real Estate Matters. We draft and review real estate construction documents for both commercial and residential building projects. Additionally we draft and negotiate service contracts with architects and engineers, handle title insurance issues and assist clients with boundary and other disputes relating to real property ownership.
In a climate of complex workplace regulations, employers need guidance that result in efficient and cost-effective business outcomes. From labor regulations and discrimination claims to employee benefits, G&K offers timely, creative and practical solutions that resolve or prevent disputes and costly litigation.
In addition to assisting with the resolution of disputes with employees, G&K can assist in the drafting and negotiation of employment agreements, noncompetition and confidentiality agreements and severance and separation agreements.
At Giannascoli & Kent, we know that matters involving family law are both difficult and delicate for clients. We therefore address all family law situations with care and sensitivity, supporting our clients through the period of crisis with:
- Comprehensive Counsel. We handle the full range of custody, support, divorce, and adoption proceedings, as well as pre-nuptial agreements, emergency situations, and relocation issues.
- Deep Expertise. One of our partners worked for six years with Madeline H. Lamb, one of Chester County’s premiere family law attorneys.
- Skilled Negotiation. Our desire in family law is to avoid litigation. We therefore seek to negotiate resolutions, keeping the communication lines between the various parties as open as possible.
When you have proprietary information, you need to take action – quickly. Giannascoli & Kent will help you:
- Protect your proprietary information by securing patents, trademarks, copyright and, if necessary, initiating litigation to protect your intellectual property.
- Monetize your intellectual property through licensing, joint ventures or transfers that will leverage what you have developed and capitalize on it.
- Create a business solution that maximizes your intellectual property in the present and establishes a plan for future growth and profit.
Executive Benefits & Executive Compensation
We work with executives, human resource managers, and small business owners on the many requirement impacting employee benefit plans including:
- Pension Benefit, 401(K), Profit Sharing and Cash Balance Plans
- Employee Stock Ownership Plans (ESOPs)
- Non-Qualified Deferred Compensation Plans
- Welfare Benefit Plans
- Executive Compensation Arrangements and Agreements
- Fiduciary Duties
- Compliance with ERISA and the Code
- HIPAA Compliance
- COBRA Compliance
- PPACA Planning and Compliance
- 409A Compliance
We counsel employers of all sizes and types (e.g. public, private, not-for-profit and government) on current laws and regulations governing pension, retirement, welfare benefit, and executive compensation plans. We advise plan sponsors with respect to the design, implementation, and operation of all forms of employee benefit plans. Further, we have extensive experience representing plan sponsors in negotiating compliance agreements with the IRS and the U.S. Department of Labor.
We also provide guidance to fiduciaries regarding their fiduciary duties and plan investment obligations, as well as, potential prohibited transactions. We have experience advising employers about the Patient Protection and Affordable Care Act and its potential impact on employers and their welfare benefit plans.