Batoff Associates delivers to clients of all sizes responsive and experienced service in a wide array of legal matters.  A significant area of focus at Batoff Associates is general business matters. We serve a broad spectrum of the business community, ranging from international corporations to sole proprietorships, including start-ups, tax-exempt entities, educational institutions, and entrepreneurs in the full range of business matters. We have been fortunate to represent major Maryland entities and regularly serve as general counsel. We regularly deliver services on a full spectrum of legal issues frequently encountered by a company in connection with formation, operation, growth, and sale. Our services range from the selection and formation of an appropriate business entity, the drafting of all necessary documents, succession planning, mergers and acquisitions, as well as liquidation and dissolution. We advise our clients on numerous financing options; employee benefits, executive compensation, and other equity-based compensation programs; corporate governance; health care regulation and HIPAA compliance; tax planning and structuring; and other legal issues that may arise to corporations operating in and out of Maryland.  In cases where there are conflicts, area law firms have recommended Batoff Associates to represent their clients or their clients’ executives. See also, our Individual Services.


Corporate and Partnership Taxation and Tax Planning

Batoff Associates provides practical and creative advice to meet clients’ needs for federal and state tax solutions. Our experienced tax attorneys work with a wide array of clients in many industries to develop sound and practical advice on a variety of matters. Our attorneys provide innovative solutions to clients’ specific business goals in the most tax-efficient manner. We counsel business owners and executives as they seek to develop effective and creative stock, equity, insurance-based, and other compensation plans, and work closely with them to secure and preserve favorable tax treatment for the retirement and other benefits programs they offer to their employees. We provide tax planning and problem-solving solutions for a broad range of transactions and entities. In addition to advising corporations, limited liability companies, partnerships, and high-net-worth individuals, we have extensive experience with entities such as registered investment advisers, broker dealers, and various other financial institutions. Our attorneys help clients understand and execute tax-efficient plans for such transactions as the following:

  • Sales of stock or assets of a corporation or membership interests in partnerships and limited liability companies
  • Various transactions to raise capital and bring in new owners to a business
  • Conversions of corporations from C Corporations to S Corporations
  • Analyses of the income tax consequences of a redemption of a corporation’s stock
  • Tax-deferred corporate spin-offs, split-ups, and split-offs
  • Preparing and implementing stock option and other incentive plans for corporations, partnerships, and limited liability companies
  • Issuance of partnership and limited liability company interests in return for services
  • The formation of family partnerships and family limited companies as a succession-planning tool and for estate planning purposes

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Employment Agreements and Confidentiality Agreements

The importance of drafting effective employment and confidentiality agreements that meet your company’s goals and objectives cannot be over-emphasized. No matter the issue or concern, timely assistance to preemptively and efficiently deal with any employment problem is key to avoiding costly litigation. Our personalized and cost-effective approach to drafting such agreements is founded in our dedication to our clients’ overall legal needs. We regularly counsel our clients on such issues as:

  • Confidentiality/Non-disclosure Agreements
  • Non-solicitation Agreements
  • Non-compete agreements
  • Protection of intellectual property and trade secrets
  • At-will employment measures
  • Severance packages

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HIPAA Privacy and Security

Our attorneys are highly experienced in the developing area of health information privacy and the confidentiality of medical information, including the Privacy Rules of the Health Insurance Portability and Accountability Act of 1996, commonly referred to as HIPAA, the Health Information Technology for Economic and Clinic Health Act of 2009 (HITECH Act), and other federal and state privacy laws. In addition to working with numerous health care providers to develop their HIPAA/privacy policies and procedures, we have counseled employers and their staff on the full range of legal issues pertaining to HIPAA/privacy compliance. Our attorneys also are available to provide extensive HIPAA/privacy compliance training to providers and health care organizations.  As health care has become an increasingly technological business, our attorneys have advised providers and third-party services concerning information systems privacy and the interplay between technology and corporate compliance. Batoff Associates provides knowledgeable assistance with all facets of HIPAA and HITECH, including:

  • Compliance plans and reporting
  • Implementing HIPAA policies, management, and workforce training
  • Drafting of HIPAA patient consent forms
  • Drafting, reviewing, and negotiating business associate agreements
  • Breach assessment and notification
  • Corrective action plans to report a breach of health information
  • Healthcare fraud investigations relating to HIPAA and HITECH
  • Guidance regarding the use, disclosure, exchange, retention, and destruction of protected health information

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Employee Handbooks

Employee handbooks can be critical to ensuring that an organization’s processes are consistent for all employees. When claims are brought against companies that follow written policies, the company already has an affirmative defense in place.  Batoff Associates provides employee handbook drafting, review, and modification services to a wide variety of businesses. Our attorneys also counsel human resources departments and managers about the implementation and operation of company policies and procedures. A comprehensive employee handbook can ultimately limit a company’s exposure to liability. With a number of ever-changing federal and state laws in this area, it is advisable to have an attorney review a company employee handbook every three years. Batoff Associates has extensive experience in the drafting, revising, and implementation of employee handbooks, covering areas such as:

  • Family and Medical Leave Act (FMLA)
  • Americans with Disabilities Act (ADA)
  • Health Insurance Portability and Accountability Act (HIPAA)
  • Absenteeism policy
  • Progressive discipline policy
  • Sexual harassment policy
  • Document retention policy

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Tax-Exempt Organizations

Batoff Associates represents a whole family of nonprofit and tax-exempt entities whose missions cover the entire spectrum of charitable undertakings. From educational institutions and health care organizations to public charities and private foundations, we advise our clients on a wide range of organizational and operational aspects relating to their special status and operations. Attorneys at the firm are knowledgeable in the tax considerations and techniques of charitable giving and understand the unique applications of corporate law to exempt organizations. Structuring

  • Advising on initial corporate structure and obtaining tax-exempt status
  • Drafting articles of incorporation, bylaws, corporate policies, and other organizational documents
  • Developing strategic plans to help organizations manage administrative costs, increase revenues, protect assets, set the stage for effective board governance, and prepare to face challenges over time

Corporate Governance

  • Providing general counsel on governance, operations, and other business matters
  • Advising on fiduciary duties and board roles and responsibilities
  • Drafting and negotiating a wide range of contracts between exempt organizations and their vendors
  • Advising on private foundation requirements

Regulatory Issues

  • Preparing applications and reports for federal, state, and local income tax; property, sales and franchise tax exemptions
  • Providing ongoing guidance on unrelated business income tax (UBIT) questions and private foundation matters
  • Advising on the legal and tax consequences of proposed activities and relationships with other exempt and taxable organizations, including taxable subsidiaries and joint ventures
  • Counseling on private inurement and private benefit issues
  • Advising on intermediate sanctions and self-dealing
  • Managing IRS audits and compliance programs and attorney general investigations

Financing and Transactions

  • Advising on charitable giving and estate planning related matters
  • Advising on annual capital and deferred giving development programs, including the preparation of agreements and administrative documents for charitable remainder and lead trusts, gift annuities, and pooled income funds
  • Advising on fundraising, donor services, corporate sponsorships and license agreements, and fiscal agency arrangements
  • Submitting federal and state requests on contemplated transactions, including proposed grants, scholarship programs, and real estate transfers
  • Counseling on mergers and other consolidations among multiple exempt organizations

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Executive Compensation

At Batoff Associates, our executive compensation attorneys are actively engaged in providing legal services to companies of all sizes. Our attorneys are skilled in the planning, design, and implementation of retirement plans, equity-based compensation plans, severance plans, and health plans. We design programs based on our clients’ business objectives and can assist with all aspects of compensation planning: stock option and performance plans, equity awards, nonqualified deferred compensation plans, stock bonus plans, stock purchase plans, and more. Our experience includes:

  • Redesigning retirement plans to meet the requirements of the ever-changing laws governing these benefits
  • Drafting employment and severance agreements, split dollar arrangements, deferred compensation plans and SERPS, etc.
  • Implementing equity-based and deferred compensation plans
  • Structuring employee stock ownership plans to promote company ownership by employees
  • Advising on proxy disclosure rules for executive compensation plans and other related securities issues
  • Designing welfare plans, including HSAs, HRAs, FSAs, and Wellness Programs, and compliance with the cafeteria plan regulations
  • Comprehensive estate, tax, and financial planning services for executives and executive groups

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