Corporate Lawyer Guiding Businesses For Over A Decade


Philip A. Nicolosi has been a trusted corporate lawyer and advisor for over a decade to numerous brick & mortar and online corporations, LLC’s and other organized business entities. Mr. Nicolosi essentially serves a quasi in-house counsel role to his corporate clients, which include many family owned and closely held businesses. This representation spans business organization through dissolution and includes start-ups and established businesses. His experience and business acumen have served as an invaluable asset to his clients. Mr. Nicolosi forms close relationships with the owners of each of the firm’s business clients and are committed to their growth.


Business Organization

Mr. Nicolosi has organized numerous startup business entities, including limited liability companies, profit and non-profit corporations, including 501(c)(3) entities, limited partnerships and most other organized entities. He also drafts and helps individual owners negotiate organizational documents, including operating agreements, bylaws, partnership agreements, etc. Mr. Nicolosi understands that each business entity formation requires sound structural planning from the beginning.  Each business activity and the ownership structure is evaluated in conjunction with a variety of other concerns, such as tax considerations and capitalization requirements, to carefully select the proper entity. Mr. Nicolosi leverages his knowledge and skills to  provide strategic planning necessary to properly guide start-up businesses from the beginning.

Mr. Nicolosi also understands that all businesses must be mindful of operating costs, especially for startup and small businesses. With that in mind, our firm offers a variety of flat-fee packages for almost every type of business organization.


Corporate/LLC Governance

Understanding how to keep your small or medium sized business legally compliant is critical in the long-term success of any business venture. Mr. Nicolosi understands the importance of protecting not only your business, but the individual owners we represent as well. He assists his clients with regulatory and internal review and compliance in order to prevent unnecessary and costly mistakes. Clients receive careful management of their internal processes and business practices and receive oversight of all relevant regulatory requirements.  mitigate the possibility.


Commercial Transactions & Contract Law

Mr. Nicolosi provides document review and negotiation for numerous commercial transactions on behalf of his business clients, ranging from simple purchases and sales of goods or services to more complicated transactions. Such transactions include real estate transactions, secured transactions, financing transactions including equity capital transactions, reorganizations, mergers and acquisitions and asset purchases and sales. Mr. Nicolosi has also routinely been entrusted with helping his business clients successfully navigate through relationships with distributors, resellers and licensees in conducting joint ventures.


Employee & Independent Contractor Relationships

Dealing with employees and independent contractors presents many legal concerns. Yet, with proper and experienced legal counsel, those concerns can be identified and addressed beforehand limiting your business’s overall risk exposure. Mr. Nicolosi assists businesses create or retool existing employment or independent services agreements. He also helps companies develop sound employee manuals and internal employment policies. Additionally, Mr. Nicolosi helps his clients protect their confidential information and intellectual property by drafting non-disclosure agreements, joint collaboration agreements and similar agreements when information, ideas, trade secrets or other valuable intellectual property is exchanged or disclosed.


Intellectual Property

We also help our clients protect their creative works, such as logos, images, website elements, etc. All businesses should understand what a Work for Hire is and how to protect intellectual property, including website designs and each separate website element (the overall design, images, text and even website coding are all protectable elements). The rights to intellectual property created by third-party freelancers belong to the creator and not the owner who actually paid for and directed the work to be created. Failing to understand how to properly transfer rights to creative works is a common mistake for both startups and existing businesses that we help our clients avoid. In addition, we offer affordable, flat-fee federal trademark registration services for brand owners online and with a national or international reach.


Business Dissolution, Reorganization & Owner Disassociation

Mr. Nicolosi guides businesses through the process of winding down, reorganizing or a disassociation of one of the individual owners. He advises clients regarding changes in the ownership structure, tax considerations and a variety of other reasons and how those reasons may cause the need to reorganize into another business structure.  Mr. Nicolosi also guides both the individual owners and the business itself through the disassociation process. This may include a sale or transfer of the disassociating member’s interest to the business or to the other owner’s under a right of first refusal or first offer. Depending upon the nature of the owner’s role in the business, the disassociation of the owner may present some significant legal concerns. Mr. Nicolosi understands these issues and is experienced in overseeing dissolution and changes in ownership.


Debt Restructuring

Today’s economic climate has caused many businesses to suffer or even become financially insolvent. Sometimes, negotiation with the creditors of the business and a restructuring of its overall debt can result in its continued existence. Mr. Nicolosi has successfully negotiated the debt restructuring on behalf of a number of small business clients. He advises client’s and reviews the overall liability picture, carefully exploring the best and most appropriate options with each of the individual owners of the business.

Corporate lawyer Phil Nicolosi can successfully guide your business through every phase of its growth.