Partnerships, Corporations, LLCs - a Brief Guide

After earning a JD from Boston College Law School, Dyan Gershman embarked on a 30-year career in which she has served in corporate counsel positions at companies such as General Electric and Bristol-Myers Squibb. Now the founder of Gershman Law, PLLC, in New York City, Dyan Gershman helps US and international clients with a wide variety of corporate legal services, including helping form legal entities and set up business structures such as partnerships, corporations, and limited liability companies (LLCs).

A partnership is a business structure in which two or more people own a business together. It can be a limited partnership or a limited liability partnership. In a limited partnership, one partner makes most of the decisions and has unlimited liability over the company’s debts and obligations, while other partners have limited liability and limited control. In a limited liability partnership, every partner has limited liability so they will not be personally responsible for the company’s debts.

A corporation is an entity that has its own legal personality, separate from its owners. A C corporation can own property in its name and sue or be sued. It is taxed at the corporate level at corporate tax rates. Its income may be taxed twice, at the corporate level and as personal income when dividends are paid to owners.

An S corporation, on the other hand, limits double taxation. Its profits are not subjected to corporate taxes but are passed on to the owners, who are taxed at a personal level.

An LLC is a business structure that combines the features of a partnership and corporation. An LLC does not have a legal personality, but its members have limited liability over business debts. LLCs also have more lenient reporting and record-keeping requirements than corporations. LLC profits are passed on to members, who are considered self-employed for tax purposes.

About the NYRR's Coaching Lab

An international business lawyer, Dyan Gershman is a graduate of Boston College Law School. She is the founder and partner at Gershman Law, PLLC, a firm that provides a wide range of legal services to clients worldwide and in the United States. Dyan Gershman is an avid runner and a longtime member of the New York Road Runners Club (NYRR).

The New York Road Runners Club is a non-profit and community running organization that aims to motivate individuals through running. It serves more than 600,000 runners every year and was founded by Ted Corbitt with about 40 members in 1958. Besides hosting marathons, including the world renown annual NYC Marathon, NYRR also offers classes one of which is the Coaching Lab.

The NYRR Coaching Lab aims to help individuals meet their goals through personalized coaching. It employs expert coaches who use comprehensive approaches to help participants complete their training objectives. In addition, it provides motivation, promotes fitness, and disseminates information to prepare any runner for their race.

Furthermore, the NYRR Coaching Lab also incorporates a forum where runners can meet other teammates and coaches to share experiences, advice, and inspire each other. People in any location can join the lab virtually and participate at their own schedule.

Key Steps of Mergers and Acquisitions

International business lawyer Dyan Gershman has more than 25 years of corporate law experience. Fluent in French, she began her career as an associate with Jones Day, a global law firm based in New York City. As a partner and founder at Gershman Law, PLLC, Dyan Gershman assists domestic and international clients in commercial transactions, intellectual property and technology licensing, joint ventures, divestitures, and mergers and acquisitions (M&A).

Mergers and acquisitions involve companies buying or merging with other companies. These transactions are complex and involve numerous specific steps. Below is a brief overview of certain key steps:

Develop an acquisition strategy. This means analyzing potential gains from an acquisition. For instance, expand a product line or reach new customers.

Set the M&A search criteria. Highlight the primary features of a target company, looking at products, services, geographic location and profit margins. Then search for and examine prospects.

Begin acquisition planning. Make a first contact with a target company and evaluate receptiveness.

Perform valuation analysis. The acquirer asks for more data such as financials and profit margins for evaluation.

Start negotiating. After producing some valuation models, the acquirer makes an initial offer, and negotiations begin.

Perform M&A due diligence. Confirm the initial assessment and value of the target by examining its business, financial and other operations, including human resources, assets, risk profile, and customer base.

Draft purchase and sale agreement. The parties negotiate the terms of the acquisition or merger agreement, and then execute a final agreement.

Integrate the companies. The deal closes, and management of both firms work together to integrate the merged companies (teams, assets, products, and other operations).

The Professional and Personal Benefits of Learning French

Dyan Gershman is an attorney with over 25 years of experience in the area of corporate law. The founder of Gershman Law, PLLC, Dyan Gershman is fluent in French, which is an important asset that helps her work with her French and European clients. It also makes traveling to France, and other countries where French is spoken, much more enjoyable, and enhances the entire experience.

French is one of the most widely spoken languages with approximately 300 million speakers around the world. France is also one of the largest economies in the world, leading in many fields from engineering to agriculture. Switzerland (where French is one of the national languages) is a world leader in the pharmaceutical industry and many global cosmetics brands are headquartered in French-speaking countries.

In the immigration space, the French language is prominent as many refugees from Francophone nations require immigration assistance. In the international non-profit sector, a large proportion of aid missions are aimed at helping Francophone countries in Africa. The global NGO, Médecins Sans Frontières (Doctors without Borders), constantly welcomes new French speakers as volunteers to help relief efforts. In addition, French is also one of the official languages of the Red Cross.