• Low interest loan programs
• Tax credits for investment or job creation
• The Governor’s Guaranteed Workforce Training Program
• Property tax reductions for manufacturing property
• Foreign Trade Zone participation

• Monitoring and commenting on the application of laws, rules and regulations affecting commerce, including environmental, workers’ compensation and tax
• Negotiating property development details
• Assisting clients in obtaining permits, certificates and other types of authority
• Negotiating citations, fines and penalties
• Forming industry think-tanks such as Energy Village, Inc. and Polymer Alliance Zone, Inc. (These nonprofit entities have been established by the firm to promote the progression of the energy and polymer industries in West Virginia).

• Structuring transactions to minimize tax consequences
• Drafting Operating Agreements, Stock Purchase Agreements, Asset Purchase Agreements, and Shareholder Agreements, including restrictive transfer provisions
• Planning for the smooth and tax-efficient succession of family-owned businesses
• Establishing Voting Trusts and Voting Agreements
• Selecting the correct entity to carry out business planning, operations, and tax objectives: limited liability companies, corporations and elections for S-corporation status, limited or general partnerships, joint ventures
• Conducting all forms of due diligence, sale and acquisition transactions
• Advising on general business and corporate matters
• Drafting and reviewing contracts and leases
• Working as part of a team with lawyers within other multidisciplinary groups on employment law issues, employee benefits, financing, etc., to provide comprehensive client service

• Acquisitions and mergers
• Banking
• Bankruptcy
• Business expansion and relocation, including state economic incentives
• Commercial loans
• Consumer debt regulation
• Contracts
• Corporate formation and governance
• Debtor/credit relations and business "work-outs"
• Employment agreements
• Finance
• Health care
• Intellectual property
• Joint ventures
• LLC and LLP formation and governance
• Leases
• Life sciences
• Municipal law
• Partnership formation and governance
• Real estate
• Securities
• Shareholder disputes
• Taxation - federal, state and local
• Technology start-ups
• Uniform Commercial Code
• Zoning

Cybersecurity and data protection runs the full gamut of legal services, from compliance to proactive planning to strategic action plans to litigation. Spilman's cybersecurity team is drawn from a variety of practice groups to provide a holistic approach to working with your organization to protect its data. Our lawyers know your industry, and we partner with our clients to create a data security plan tailored to your organization's specific needs and situation. Our cybersecurity team has advised organizations across industry sectors, including clients in the healthcare, financial, and education industries, on how to navigate the ever-changing cybersecurity environment. We work with clients to address a broad range of issues related to cybersecurity incidents and have been called upon to assist with every phase of data breach management, from preparedness and prevention to mitigation and resolution. This ranges from advising clients on employee training on cybersecurity, responding to a lost device that contains sensitive data, responding to a compromising data breach, and defending against government inquiries and civil litigation resulting from a cyberattack.
 
Preparedness is the key to protecting against bad actors focused on compromising your organization's computer network and data. This risk mitigation includes preparing robust policies and procedures to guard against cyberattacks, performing cybersecurity audits to identify and patch vulnerabilities in your network and processes, and developing privacy policies and notices for your organization's stakeholder data. We also can assist your organization with governmental compliance and response to avoid future government action. Spilman also coordinates with your organization's CISO and IT specialists to advise senior executives and board members about cyber threats and solutions that will protect your network and data, and lower your organization's liability and the personal liability of senior executives and board members in the event of a data breach. With these services, we partner with our clients to minimize the risk of a future cyberattack and data breach.
 
Because cyber threats are ever evolving, even with a well-established culture focused on cybersecurity, cyberattacks and data breaches can still occur. In the unfortunate event of a data breach, a prompt and robust response to a cyberattack can restore customer confidence and protect against further reputational damage. Spilman's cybersecurity and data protection team is ready to respond quickly in the event your organization experiences a cyberattack. This response includes:

• directing forensic investigations
• analyzing legal requirements under state, federal and international laws
• preparing regulatory and individual notifications
• managing investigations and enforcement actions
• handling discussions with payment card issuers
• and developing board, business partner, public relations, call center and investor relations communications.  

Business Transactions

• Advise owners of closely held businesses on strategies to minimize federal taxes on the sale of the business or its assets, including sales to publicly owned companies
• Provide guidance on the structuring of alternative arrangements for the formation of real estate entities
• Analyze methods of restructuring and reorganizing a business to eliminate exposure to federal taxes upon the sale of corporate stock or company

Closely Held Business Planning

• Counsel clients on making an S-corporation election to minimize issues relating to the accumulation of earnings and personal holding company status
• Devise plans for the orderly succession of business ownership among family members
• Work with our estate planning attorneys to implement strategies to reduce estate and gift tax exposure while passing control or value of the business to lower generations

Tax-Exempt Organizations

• Counseling a tax-exempt organization regarding its for-profit subsidiaries
• Advising members of the board of a tax-exempt organization as to their responsibilities, duties and exposure under the intermediate sanction rules of the code
• Analyzing the activities of a tax-exempt organization in the operation of a business, and the possibility of the generation of unrelated business income
• Representing and counseling a not-for-profit hospital client concerning appropriate recruitment incentives for potential physician employees
• Assisting a private foundation in the preparation and filing of its annual federal tax return

Tax Controversies

• The proper time for deducting a substantial business bad debt
• The determination of tax liability arising out of a divorce settlement
• Analysis and negotiation with the IRS regarding the application of the passive loss rules to an economic unit operated by the taxpayer
• Determination of the deductibility of expenses associated with the administration of an estate and management of its assets.

• Business structure, strategy and planning
• Cost accounting issues, including counseling on Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS) cost and pricing compliance issues; cost principles; and Defense Contract Audit Agency (DCAA) audits
• Complex bid and proposal activities, including pre-RFP strategic positioning, responses, and compliance with bidding regulations with federal agencies, West Virginia state agencies, and other state agencies
• Contract negotiations, bid protests, claims and disputes, including defense of challenging contract awards before administrative and judicial tribunals
• Foreign sales and procurement, including activities subject to International Traffic in Arms Regulations (ITAR); Export Administration Regulations (EAR); and Foreign Corrupt Practices Act (FCPA)
• Intellectual property and data rights protection
• Labor and employment law
• Mergers and acquisitions, including acquisitions of United States Department of Defense (USDOD) contractors by foreign companies
• Real estate and General Services Administration (GSA) leasing
• Regulatory, contract and transactional compliance
• State and local taxation compliance
• Security clearance matters, including facility clearances; personnel clearances; foreign ownership, control or influence (FOCI) issues; and Defense Security Service (DSS) engagement
• Subcontracting, joint ventures and strategic alliances

• Evaluating client-specific issues and needs  
• Drafting and facilitating the introduction of legislation  
• Analyzing legislation and counseling clients of potential impact
• Advocating, opposing, monitoring and amending legislation
• Drafting and providing testimony on legislation

• Facilitating government support of business and industrial locations and expansions
• Aiding client in applications for grants and low interest loans
• Assisting clients with obtaining approvals, authority, consents, licenses, permits, rights and waivers
• Representing clients before administrative bodies
• Drafting and promoting administrative rules and regulations

Legislative Monitor Login

• Preparation and prosecution of patent and trademark applications
• Evaluation of invention disclosures and new/ proposed trademarks
• New product clearance and risk evaluation
• Trademark clearance and risk assessment
• Infringement and/or validity analysis and opinions
• Infringement matters involving patent, trademark, copyright and trade secret law
• Unfair competition and false advertising issues
• Commercial IP issues relating to employment matters, commercial agreements, product development, and sales and marketing
• Recover and secure domain names through UDRP (Uniform Domain Resolution Proceeding)
• IP due diligence studies for mergers and acquisitions
• Technology licensing, joint development agreements and confidentiality/nondisclosure agreements
• Development and implementation of IP policies and procedures
• Evaluation and inventory of IP assets and portfolios
• International protection and enforcement of IP assets

• Foreign Trade Zones
• Low interest loan programs
• Tax credits for investment or job creation
• Property tax reductions for manufacturing property
• Pre-employment assessment services
• Employee recruiting
• Work force training

• Facilitating translation, communication and travel arrangements
• Negotiating international development details with state and local governmental entities
• Facilitating the establishment of Foreign Trade Zones
• Assisting international clients in obtaining permits, certificates and other types of authority
• Negotiating citations, fines and penalties and providing comments on proposed regulations
• Cross-marketing our client base and introducing those in need of solutions to those that can provide solutions
• Forming industry think-tanks such as West Virginia Steel Futures, Inc. and Polymer Alliance Zone, Inc. (These nonprofit entities have been established by the firm to promote the progression of the steel and polymer industries in West Virginia.)

David P. Ferretti
304.340.3859
dferretti@spilmanlaw.com


 

• Representing lenders and borrowers in a wide range of asset-based financing transactions, including construction loans, permanent loans, loan participation agreements, state and local development authority financing, Small Business Administration loans, and secondary market mortgage lending
• Representing developers and other landowners in land development and land use matters, including representation of clients before local zoning and planning boards and advising clients on the West Virginia Common Interest Ownership Act and other laws controlling the development of land in West Virginia
• Representing landlords and tenants in lease negotiations and drafting
• Handling foreclosures, loan workouts, mechanic’s lien issues and tenant evictions
• Representing state and local government units and landowners in eminent domain proceedings
• Representing lenders, landowners and mineral extraction businesses in complex coal, oil and gas land title matters
• Issuing title insurance as agents for First American Title Insurance Company and Old Republic Title Insurance Company and as approved attorneys for most other large title insurers

Joyce F. Ofsa
304.340.3847
jofsa@spilmanlaw.com

• Business and occupation taxation (both state and local)
• State sales and use taxation
• Motor fuel excise taxes
• Nonresident income tax withholding
• Personal income taxes
• Property appraisals, valuations and assessments
• Property tax exemptions
• Real property transfer taxes
• Severance taxes
• Tax credits based on job creation or investment
• Property tax reductions for manufacturing property
• Corporation net income taxation, including apportionment and combined reporting

• Monitoring and commenting on the application of tax laws by state and local taxing authorities
• Negotiating appraisals, valuations and assessments by those authorities
• Assisting clients in obtaining designations, certificates, rulings and other types of authority
• Evaluating and providing comments on proposed tax laws and regulations
• Assisting in the acquisition of tax credits and favorable valuations for new and expanding businesses
• Litigating petitions for refund or credit, petitions for reassessment and declaratory judgment actions
• Negotiating fines and penalties
• Advising new and established businesses on state and local tax matters
• Representing clients before the West Virginia Office of Tax Appeals and in courts of this state
• Representing clients before county commissions sitting as boards of equalization and review in property tax matters
• Representing clients in tax matters before the West Virginia Office of Tax Appeals, circuit courts and the Supreme Court of Appeals of West Virginia

•     Energy Tax Credits
•     Historic Rehabilitation Tax Credits
•     New Markets Tax Credits
•     Low-Income Housing Tax Credits
•     Research and Development Tax Credits
•     Other State Tax Credits