No matter where you are in your business journey,
Smart Counsel is here to help you realize your dreams!
360-degree legal services designed to help support your business evolution.
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360-degree legal services designed to help support your business evolution.
No matter where you are in your business journey, Smart Counsel is here to help you realize your dreams!
Get Started
Private Financing & Securities Compliance
Tax Planning & Resolution
By providing strategic, workable, and cost-effective tax counsel, Smart Counsel resolves complex issues and minimizes obligations empowering businesses and individuals to thrive financially while staying compliant with federal, state and local tax law.
Smart Counsel provides comprehensive tax planning services and strategies tailored to each client’s specific needs. A significant part of our work involves advising regulated substances sectors (including Wine and Spirits, Cannabis and Hemp, and Psychedelics) enduring onerous regulatory and tax challenges including IRC §280E.
To ensure operating efficiently, profitably and compliantly, Smart Counsel structures the enterprise (including choosing optimal entity form and tax status selection), assists in drafting and updating internal governance documents (operating agreements and cap tables, resolutions, tax returns, employment and vendor agreements, employee handbooks) and external agreements (vendor contacts).
Beyond guiding planning and operations, Smart Counsel represents clients in tax controversy matters including audits, collection actions, and negotiations with the IRS and state taxing authorities. Whether back taxes, penalties, levies, or liens are at issue, Smart Counsel protects clients' rights and guides them toward favorable resolutions.
Smart Counsel provides comprehensive tax planning services and strategies tailored to each client’s specific needs. A significant part of our work involves advising regulated substances sectors (including Wine and Spirits, Cannabis and Hemp, and Psychedelics) enduring onerous regulatory and tax challenges including IRC §280E.
To ensure operating efficiently, profitably and compliantly, Smart Counsel structures the enterprise (including choosing optimal entity form and tax status selection), assists in drafting and updating internal governance documents (operating agreements and cap tables, resolutions, tax returns, employment and vendor agreements, employee handbooks) and external agreements (vendor contacts).
Beyond guiding planning and operations, Smart Counsel represents clients in tax controversy matters including audits, collection actions, and negotiations with the IRS and state taxing authorities. Whether back taxes, penalties, levies, or liens are at issue, Smart Counsel protects clients' rights and guides them toward favorable resolutions.
Our Strategic Team: Dionne
Mediation Law
No one wants to find themselves in a legal conflict or dispute, but if you find yourself there, our lawyers are here to support you! Smart Counsel's attorneys are licensed to conduct mediation or advise on mediation proceedings, so you know you’ll have a team of highly trained lawyers supporting your best interests during this difficult time.
Our Strategic Team: Dionne
Corporate Law
Smart Counsel's transactional attorneys can negotiate anywhere from simple agreements to more complex transactions on behalf of our clients.
Smart Counsel also acts as fractional general counsel for clients who have a more direct need for day-to-day legal assistance but do not need a full-time in-house attorney. Under those circumstances, our attorneys act as an integral part of our client's daily business, where we participate in board meetings, maintain corporate records, and assist in all transactions with third parties on behalf of our clients.
Smart Counsel also acts as fractional general counsel for clients who have a more direct need for day-to-day legal assistance but do not need a full-time in-house attorney. Under those circumstances, our attorneys act as an integral part of our client's daily business, where we participate in board meetings, maintain corporate records, and assist in all transactions with third parties on behalf of our clients.
Regulatory Law
Smart Counsel's attorneys have combined experience in various highly regulated industries, including Cannabis, Alcohol, Banking and Energy.
Our attorneys have experience negotiating with regulators in these areas and can assist clients with Licensing Applications and Compliance in these industries.
Our attorneys have experience negotiating with regulators in these areas and can assist clients with Licensing Applications and Compliance in these industries.
Engaging in a Merger or Acquisition can be a significant part of your business growth. Smart Counsel lawyers are here to assist you as you navigate this process so you can continue focusing on your daily duties and avoid costly mistakes along the way.
Keep reading below to explore a few areas where we can support you (in plain English)!
These transactions can be highly complex, sometimes requiring heavy negotiations for pricing adjustments, debt repayment structures, or even continued focus on post-closing obligations.
We are here to support you while you continue growing your business!
Keep reading below to explore a few areas where we can support you (in plain English)!
- Due Diligence: Ensuring companies on both sides of a deal have crossed their Ts and dotted their Is!
- Mergers: Joining forces with another company to create a bigger footprint in the industry.
- Acquisitions: A bigger fish eats a smaller one (also to grow in its sector).
- Divestitures: The sale of a business or division to focus on streamlining.
- Joint Ventures: Two parties decide to do something together but keep their companies separate.
- Exit Strategies: The sale of the complete business.
These transactions can be highly complex, sometimes requiring heavy negotiations for pricing adjustments, debt repayment structures, or even continued focus on post-closing obligations.
We are here to support you while you continue growing your business!
Mergers & Acquisitions Law
Our Private Financing Team: Emily
Smart Counsel assists start-ups and evolving businesses throughout their growth cycle. We help clients raise private capital investments through the sale of equity or debt issuance and stay compliant with federal and state securities regulations.
We can help with Capital Raising, Due Diligence, Security Law Compliance, Capitalization Management, and Issuance of Equity or Debt.
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Our approach to assisting clients with strategic planning uses S.M.A.R.T. strategic planning tools to help identify a client's desired outcome and assist in project planning to achieve the goal most efficiently and cost-effectively.
S.M.A.R.T. is an acronym for Specific, Measurable, Achievable, Relevant and Time-Bound efforts.
Smart Counsel uses the S.M.A.R.T. method to focus our efforts on setting specific and measurable goals to pinpoint the definition of what a win would be for the client. Throughout our engagement, we measure and record progress to provide clients with tangible evidence of success.
We can help with Startups, Business Planning and Growth, and Exit Strategies.
Strategic Business Planning
- Strategic Business Planning
- Tax Planning & Resolutions
- Merger & Acquisition Law
- Regulatory Law
- Corporate Law
- Mediation Law
- Private Financing & Securities Compliance
Strategic Business Planning Private Financing & Securities Compliance
Merger & Acquisition Law Regulatory Law Corporate Law Mediation Law
Tax Planning & Resolutions Fractional General Counsel Financial Services
Strategic Business Planning, Operation, and Exit Strategies
Formation Funding Operations Exit Cannabis
Our team of lawyers can help you with the following services:
Fractional General Counsel
For businesses needing consistent, in-house legal support without the overhead of a full-time attorney, Smart Counsel offers fractional general counsel services. Our attorneys seamlessly integrate with your internal teams, acting as a vital extension of your business. We handle a broad spectrum of your day-to-day legal needs, including the review, redlining, drafting, and negotiation of contracts. We also provide comprehensive support for internal governance, ensuring your board of directors' affairs are in order, your cap table is meticulously managed, and your employment issues are handled. We're here to provide proactive, strategic guidance, keeping a watchful, holistic eye on all legally implicated aspects of your business. Our goal is to empower you to focus on your core business, knowing your legal needs are expertly and efficiently managed.
Our Strategic Team: Dionne
Financial Services
Smart Counsel represents clients in the lending, borrowing, and arranging of capital through a variety of deal structures and project types.
We advise lenders in originating, structuring, documenting, and negotiating financing transactions, including single-lender, syndicated, structured loans, and other lending structures.
Our lending clients include commercial banks, credit unions, debt funds, and private equity firms.
Smart Counsel also represents a broad-base of borrowers in commercial financings, including publicly traded companies, founder-owned businesses, and portfolio companies for private equity ownership.
We advise lenders in originating, structuring, documenting, and negotiating financing transactions, including single-lender, syndicated, structured loans, and other lending structures.
Our lending clients include commercial banks, credit unions, debt funds, and private equity firms.
Smart Counsel also represents a broad-base of borrowers in commercial financings, including publicly traded companies, founder-owned businesses, and portfolio companies for private equity ownership.
Our Strategic Team: Dionne
Strategic Business Planning, Operation, and Exit Strategies
Ranging from privately held startups to publicly traded companies, Smart Counsel provides practical and effective entity formation and funding, governance and regulatory compliance, agreements and policy drafting, employment and human relations, and privacy issues solutions.
To swiftly and cost-effectively identify and achieve desired outcome, Smart Counsel harnesses S.M.A.R.T. strategic planning tools to define, monitor and update clear, attainable goals for each client.
S.M.A.R.T. approach components mean: “Specific”, pinpointing and clearly stating what goals needs to be accomplished; “Measurable”, establish concrete criteria for tracking progress, and measuring success, of achieving goals; “Achievable”, considering available resources and time, setting realistic and attainable goals; “Relevant”, aligning specific goals with overall objectives and priorities; and “Time-bound”, setting defined deadline or timeframe for goal’s completion.
From the representation’s commencement and continuing throughout the engagement, our team defines what is a win under the circumstances to deliver insightful and strategic advice helping businesses to thrive and prosper.
To swiftly and cost-effectively identify and achieve desired outcome, Smart Counsel harnesses S.M.A.R.T. strategic planning tools to define, monitor and update clear, attainable goals for each client.
S.M.A.R.T. approach components mean: “Specific”, pinpointing and clearly stating what goals needs to be accomplished; “Measurable”, establish concrete criteria for tracking progress, and measuring success, of achieving goals; “Achievable”, considering available resources and time, setting realistic and attainable goals; “Relevant”, aligning specific goals with overall objectives and priorities; and “Time-bound”, setting defined deadline or timeframe for goal’s completion.
From the representation’s commencement and continuing throughout the engagement, our team defines what is a win under the circumstances to deliver insightful and strategic advice helping businesses to thrive and prosper.
Our Strategic Team: Dionne
Formation
Ease of operation. Attractiveness to investors. Favorable taxation.
Forming a business requires weighing these and other factors and, in building your enterprise, Smart Counsel starts by identifying and ranking these issues in recommending the optimal structure.
Whether selecting a partnership, limited liability company, or corporation, Smart Counsel carefully helps build your business to avoid landmines, obtain favorable tax treatment, and maximize profit.
Helping you make the best and most informed decision is where Smart Counsel starts.
Forming a business requires weighing these and other factors and, in building your enterprise, Smart Counsel starts by identifying and ranking these issues in recommending the optimal structure.
Whether selecting a partnership, limited liability company, or corporation, Smart Counsel carefully helps build your business to avoid landmines, obtain favorable tax treatment, and maximize profit.
Helping you make the best and most informed decision is where Smart Counsel starts.
Our Strategic Team: Dionne
Funding
Most businesses fail for lack of capitalization and most funding fails due to the wrong type of investors.
Whether through obtaining loans or issuing equity, Smart Counsel can help you identify both the most advantageous funding for your enterprise and the correct type of investors.
From structuring investments, strategic introductions, vetting prospective funders, negotiating with banks and investors, drafting loan documentation, and issuing securities, Smart Counsel helps fortify your business, defuse landmines, and enhance efficiency and profitability.
Whether through obtaining loans or issuing equity, Smart Counsel can help you identify both the most advantageous funding for your enterprise and the correct type of investors.
From structuring investments, strategic introductions, vetting prospective funders, negotiating with banks and investors, drafting loan documentation, and issuing securities, Smart Counsel helps fortify your business, defuse landmines, and enhance efficiency and profitability.
Our Strategic Team: Dionne
Operations
Achieving profitability is the first step. Sustaining profitably requires successfully dealing with employees, vendors, customers, investors, competitors, regulators and the IRS.
Smart Counsel provides your company with 360 degrees of guidance and protection including drafting employee handbooks and agreements, negotiating and drafting vendor agreements, assisting in corporate governance and resolving disputes, issuing cease and desist letters, and working with regulators.
Smart Counsel provides your company with 360 degrees of guidance and protection including drafting employee handbooks and agreements, negotiating and drafting vendor agreements, assisting in corporate governance and resolving disputes, issuing cease and desist letters, and working with regulators.
Our Strategic Team: Dionne
Exit
Smart Counsel’s first question when helping you launch your business is: “what is the most favorable outcome?”
Whether by merger, acquisition, succession, or reformation, most business owners move on, and planning an advantageous exit is among the most material issues.
With an emphasis on minimizing taxation, Smart Counsel helps maximize the amount that is actually obtained.
Whether by merger, acquisition, succession, or reformation, most business owners move on, and planning an advantageous exit is among the most material issues.
With an emphasis on minimizing taxation, Smart Counsel helps maximize the amount that is actually obtained.
Our Strategic Team: Dionne
Cannabis
Smart Counsel attorneys have won licenses for, and helped build profitable businesses, in every legalized Marijuana jurisdiction, for Cannabis cultivators, processors/manufacturers, dispensaries, testing labs, and non-plant touching enterprises.
From industry titan multi-state operators to start-ups through clinical registrants, Smart Counsel’s approach integrates all 4 Cannabis enterprise stages: Formation; Application; Operation; and Exit. We are able to assist with the formation, the application process, operations and the eventual exit strategy for Cannabis businesses.
From industry titan multi-state operators to start-ups through clinical registrants, Smart Counsel’s approach integrates all 4 Cannabis enterprise stages: Formation; Application; Operation; and Exit. We are able to assist with the formation, the application process, operations and the eventual exit strategy for Cannabis businesses.
Our Strategic Team: Dionne
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- Fractional General Counsel
- Financial Services
- Strategic Business Planning, Operation, and Exit Strategies
- Formation
- Funding
- Operations
- Exit
- Cannabis
We take a
S.M.A.R.T. approach
Smart Counsel uses the S.M.A.R.T. method to focus our efforts and pinpoint what would define a win for your business, providing tangible results as quickly and cost-effectively as possible!
Our team of lawyers gives a hoot
We are uniquely positioned to help you at various stages of your business journey because we are passionate about helping businesses make S.M.A.R.T. legal decisions.
We embrace a culture of evolution
Like you, we are dedicated to being at the forefront of innovation in our industry. We challenge ourselves to keep our knowledge base growing while pushing the boundaries of what is possible so we can continue to be the best partners to our clients.
Our Pillars of Success
Our motto is change, adapt, or die.
Happy Clients
OUR PRACTICE AREAS
"Smart Counsel was instrumental in helping us set a solid foundation from which our business could grow.
We wouldn't even have a business without Smart Counsel."
Founder ~ Business Growth Consultancy
We are a full-service corporate firm backed by a team of lawyers ready to support you at every level of your business evolution.
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