our practices
Business & Corporate Law
– David Brinkley
General Business Matters, Setting up and Dissolving Businesses
- Establishing the initial legal organizational structure, including choice of business entity and related tax consequences,
- Drafting of organizational documents, including shareholder, LLC membership and partnership agreements that define the rights and obligations of the parties,
- Proper preparation, filing and follow-up of new business entity set-up documents with all relevant federal and state governmental and tax authorities,
- Preparation of employment, consulting, non-compete and confidentiality agreements,
- Preparation of dealership, distributorship, licensing, technology transfer, joint venture, e-commerce, franchise and similar agreements,
- Preparation and obtaining of permits and licenses from governmental authorities in order to operate the business entities,
- Compliance with relevant federal and state laws regarding business operations in the United States,
- Commercial negotiations with customers and vendors of our clients,
- Resolution of shareholder, LLC managing member or member, or partner disputes,
- Business tax planning,
- Succession of business planning
- Family business planning.
Mergers, Acquisitions and Divestitures
- Negotiation and preparation of agreements for all types of business combinations of sole proprietorships, partnerships, LLCs, and corporations including
- Asset and Share Purchases,
- Taxable and Tax-Free Sale Transactions and Mergers,
- Consolidations and Reorganizations,
- Spin-Offs of Subsidiaries and Divisions,
- Leveraged Buyouts,
- Employee Stock Ownership Plans (ESOPs),
- Tax Free Exchanges including Section 1031 Exchanges,
- Counseling and documenting liquidations, divisions, dissolutions and similar restructurings,
- Advising Directors and Officers on fiduciary responsibilities and obligations and corporate governance Issues, especially when contemplating the purchase and sale of businesses, real estate ownership positions, or transactions.
Financing and Restructuring Transactions
- Negotiating on behalf of lenders and borrowers, both secured and unsecured bank and other institutional loan agreements, mortgages, deeds of trusts, and similar financing instruments,
- Structuring financial transactions and settlements to reduce bankruptcy risks
- Negotiating out-of-court workouts and restructurings of individual and corporate small business owners
Immigration & Visa Law
“Illegal aliens have always been a problem in the United States. Ask any (Native) Indian.”
– Robert Orben (1927 – ) US humorist, screenwriter, speechwriter, and editor.
Non-Immigrant: Temporary Visas
Unlike immigrant visas, nonimmigrant visas assume temporary residency. It is used for foreign naturals who live, work, or study in the United States (U.S.) with the intention of leaving upon the expiration of the nonimmigrant visa. Since it is not considered long-term, nonimmigrant visas have fewer procedural requirements than permanent resident or immigrant visas.
Berger Law Streamlines the Nonimmigrant Visa Process
Berger Law attorneys often recommend nonimmigrant visas as the most efficient way to bring in skilled workers from other countries. Immigrant visas/green cards present long procedures and several barriers that can stall the employment of a qualified foreign national. That is why bringing in these employees under a nonimmigrant visa before starting the immigration visa process often saves companies time, money, and legal complications.
Berger Law provides legal representation for the following nonimmigrant visas:
Business and Tourist Visitor (B-1 and B-2 Visas)
Fiancés of United States Citizens (K-1 and K-3 Visas)
Optional Practical Training (OPT) for F-1 Students
Specialty Occupation (H-1B, H-1B1 (Singapore), E-3 (Australian) Visas)
Foreign Media Representatives/Journalists (I Visas)
Intra-company Transfers (L-1A, L-1B and L-2 Visas)
International Vocational or Non-academic Students (M-1 Visas)
Aliens of Extraordinary Ability and Accompanying to Aliens of Extraordinary Ability (O1, O3, and O2 Visas)
Performing Artists and Athletes (P-1, P-2 and P-3 Visas)
Immigrant : Permanent Status : Employment Based
EB1 – First Preference (Labor Certification is not required)
- Persons of Extraordinary Ability
- Outstanding Professors and Researchers
- Multinational Executives and Managers
EB2 – Second Preference (Labor Certification is required, but may be waived) Members of Professions holding Advanced Degrees or Aliens of Exceptional Ability.
EB3 – Third Preference (Labor Certification is required) Skilled Workers, Professionals and other Workers.
EB4 – Fourth Preference – Special Immigrants
Religious Workers, Commuters from Border, Retired G-4 (Employee of international Organizations), Returning Residents and Ministers of religion.
EB5 – Fifth Preference – Employment Creation Investors
With the 1990 Immigration Act, Congress has kept aside up to 10,000 visas per year just for alien investors in new commercial enterprises, who will create employment for at least ten individuals. There are two investor groups under the program – people who invest at least $500,000 in “targeted employment areas” (rural areas or areas experiencing high unemployment of at least 150% of the national average) and those who invest $1,000,000 in other areas. Not less than 3,000 of the annual allotment of visas in this category must go to the targeted employment areas.
Immigrant : Permanent Status : Family Based
U.S. citizens can petition for parents, spouses, siblings, and children. Permanent Residents (LPR) can petition for spouses and children only. There is no quota or limit and, therefore, no waiting list for “Immediate Relatives” of U.S. Citizens -Unmarried children under 21, Spouse, Parent, Widow / Widower (under certain circumstances). Relatives in the following “preference” categories are subject to limits on the number of visas that can be issued each year.
First Preference – Unmarried sons or daughters (over age 21) of U.S. citizens.
Second Preference – (2A) Spouses and unmarried children (under age 21) of LPRs; (2B) Unmarried sons and daughters (over age 21) of LPRs.
Third Preference – Married sons and daughters of U.S. citizens.
Fourth Preference – Brothers and sisters of U.S. citizens.
DIVERSITY VISA : DV-1 Visas (the “Green Card Lottery”)
Started in October 1994 as the permanent Diversity Program for natives of certain countries that have provided relatively few immigrants to the U.S. in recent years. Annually, 55,000 visas are given away in a random drawing to individuals from countries underrepresented in the total immigrant pool.
Citizenship Matters
Representation to file citizenship applications.
Legal Representation And Consular Practice
Representation before the USCIS throughout the United States and U.S. Consulates worldwide.
Real Estate Law & Commercial Leases
“Buy land. They ain’t making any more of the stuff.”
-Will Rogers, American entertainer (1879-1935)
Real Estate Law & Commercial Leases
The Firm’s real estate practice includes the representation of business owners, individual entrepreneurs, real estate companies, nonprofit organizations and financial institutions, in transactions involving the acquisition, disposition, development, financing and leasing of, and investments in, real estate projects in New Jersey, New York and throughout the United States.
We have significant experience in structuring and negotiating many types of real estate transactions. These transactions range from traditional commercial projects (such as office buildings and shopping centers), to residential projects (such as apartments and senior housing and care facilities). What follows is a description of our practice in the following types of real estate transactions:
- Acquisitions and Dispositions (Site Selection, negotiation of purchase and sale agreements, disposition of retail store divisions, and due diligence)
- Development Transactions (including Construction Contracts, Architect’s Agreements)
- Finance (including loan workouts and enforcement proceedings, commercial and residential mortgage review)
- Joint Ventures and Investment Funds
- Land Use (Appearance before government agencies and boards to obtain approvals for site plans, subdivisions, variances)
- Leases (Practice in office and retail space leasing representing both landlords and tenants)
- Sale and Lease-backs
Many transactions that we handle are complex and present a variety of challenges, and we work closely with other attorneys specializing in corporate, tax, bankruptcy and environmental law and litigation to address all of the client’s needs for a particular transaction.
Trust, Estate & Tax Law
– Benjamin Franklin (1706-90) used the form we are currently more familiar with, in a letter to Jean-Baptiste Leroy, 1789, which was re-printed in The Works of Benjamin Franklin, 1817.
Trust, Estate & Tax Law
The Firm has a broad and active trust, estate and taxation practice, which is loosely divided into the following areas:
Transactional
The transactional tax practice focuses primarily on the structuring and taxation aspects of mergers and acquisitions, joint ventures (including LLCs and partnerships), real estate transactions (including REIT transactions), venture capital and LBO transactions, and financial instruments.
Trust and Estate Planning
The estate planning tax practice involves the representation of wealthy individuals and their businesses in connection with the minimization of the estate tax, gift tax, and generation-skipping transfer tax burdens. The estate planning tax practice involves the utilization of sophisticated estate planning and valuation planning techniques, including family limited partnerships, sales to defective grantor trusts, grantor retained annuity trusts, personal residence trusts, dynasty trusts, charitable remainder trusts, charitable lead trusts, and private foundations.
Tax Controversy
The tax controversy and tax litigation practice involves the representation of businesses and individuals in disputes with Federal, State, and local taxing authorities at the administrative level and in litigation.
Exempt Organizations
The exempt organization tax practice involves the representation of hospitals, charities (including both public charities and private foundations), and religious and educational institutions. The exempt organization tax practice involves the formation of tax-exempt organizations, and continuing advice on matters involving those organizations, including the New Jersey or New York non-profit corporation law and the taxation of tax-exempt organizations.
