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Corporate
Practice

CONTACT US

CONTACT US

Disclaimer: The use of this form for communication with the firm or any individual member of the firm does not establish an attorney-client relationship. Confidential or time-sensitive information should not be sent through this form.

Corporate operating agreement and business formation documents on a desk with a pen

Every stage of a business brings legal decisions that shape its growth, stability, and value. Morgenstern DeVoesick Kroll Proukou PLLC advises entrepreneurs, closely held companies, and established businesses on formation, governance, contracts, mergers, and acquisitions in Pittsford, Rochester, and throughout New York.

Our corporate attorneys provide practical, business-minded counsel on entity selection, operating and shareholder agreements, commercial contracts, and the purchase and sale of businesses. We help clients structure their companies thoughtfully, reduce risk, and move transactions forward with clarity and confidence.

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Attorney and business owner reviewing a corporate agreement together

Legal Guidance for

Business Formation, Governance, and Transactions

Corporate law covers the legal framework that governs how a business is organized, owned, managed, and bought or sold. Our attorneys work closely with owners and leadership teams to understand their objectives, helping them choose the right structure, document clear ownership and decision-making rules, negotiate agreements, and complete transactions that support long-term success.

Business Formation

Guidance on entity selection and formation for LLCs, corporations, and partnerships, including filings, ownership structure, and startup documentation.

Corporate Governance

Drafting and review of operating agreements, shareholder agreements, bylaws, and buy-sell provisions that define ownership rights and decision-making.

Business Contracts

Drafting and negotiation of vendor, customer, service, employment-related, and other commercial agreements that protect your business interests.

Mergers & Acquisitions

Counsel on buying, selling, and merging businesses, including deal structure, due diligence, purchase agreements, and closing.

Practical Counsel for

Business Owners and Leadership Teams

Corporate decisions often carry long-term consequences for ownership, liability, and company value. Our attorneys help clients evaluate risk, understand their obligations, and put clear agreements in place before issues arise, whether they are launching a new venture, bringing on partners, or preparing to buy or sell a company.

We coordinate corporate work with related matters across our practice areas, including commercial real estate for business property and estate and succession planning for business owners, so that each decision supports our clients' broader goals in Rochester and throughout New York.

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Frequently Asked Questions About Corporate Law

What does a corporate attorney do?
A corporate attorney advises businesses on the legal aspects of forming, operating, and growing a company. This often includes choosing an entity type, drafting operating and shareholder agreements, negotiating contracts, advising on governance, and guiding owners through mergers, acquisitions, and the sale of a business.
Should I form an LLC or a corporation in New York?
The right structure depends on your ownership plans, tax considerations, liability concerns, and long-term goals. LLCs often offer flexibility in management and taxation, while corporations may be better suited to businesses planning to raise outside investment or issue stock. A corporate attorney can help you compare options before you file.
What is the New York LLC publication requirement?
New York generally requires a newly formed LLC to publish notice of its formation in two newspapers for six consecutive weeks and file a Certificate of Publication with the Department of State within 120 days of formation. An LLC that does not comply may have its authority to carry on business in New York suspended until the requirement is met.
Why does my business need an operating agreement or shareholder agreement?
These agreements define ownership interests, management authority, profit distributions, and what happens if an owner leaves, becomes disabled, or passes away. Clear written terms help prevent disputes among owners and provide a roadmap for major decisions as the business grows.
What is corporate governance?
Corporate governance refers to the rules and practices that determine how a company is directed and controlled. It includes bylaws, voting rights, board and member responsibilities, recordkeeping, and decision-making procedures that help a business operate consistently and protect its owners.
Should an attorney review my business contracts?
Contracts with vendors, customers, partners, and service providers can create significant obligations and liability. Having an attorney review or draft key agreements helps ensure the terms are clear, enforceable, and aligned with your business interests, including payment terms, termination rights, indemnification, and dispute resolution.
What is the difference between an asset purchase and a stock purchase?
In an asset purchase, the buyer acquires specific assets and liabilities of a business. In a stock or membership interest purchase, the buyer acquires ownership of the company itself, including its existing obligations. Each structure has different tax, liability, and practical considerations for both buyers and sellers.
How long does it take to buy or sell a business?
The timeline depends on the size and complexity of the business, the deal structure, financing, and the scope of due diligence. Some smaller transactions close within a few months, while larger or more complex acquisitions and mergers may take longer to negotiate and complete.

Why Clients Trust MDKP

Depth Across
Practice Areas

Relationship-Centered
Counsel

Support Across the
Business Lifecycle

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Experienced Guidance for Your Business

From formation and governance to contracts, mergers, and acquisitions, corporate decisions carry lasting financial and legal consequences. The attorneys at Morgenstern DeVoesick Kroll Proukou PLLC provide thoughtful, business-minded counsel to help owners and leadership teams protect what they have built and plan for what comes next.

Whether you are starting a company, formalizing an ownership agreement, or preparing for a sale or acquisition in Pittsford, Rochester, or across New York, we welcome the opportunity to discuss your goals and how we may assist.