General Business Law - Browning, Kaleczyc, Berry & Hoven, P.C. (BKBH) offers a complete range of business and commercial services to its clients who are interested in conducting business or are actively involved in business ventures in the state, the region, and throughout the country.

Our attorneys are available to new businesses for advice on a variety of issues, including choice of business entity, tax implications of starting a new business, compliance with Montana employment and tax laws, and registration and reporting with the appropriate state and federal regulatory agencies.

We provide legal assistance to established businesses by listening to their plans and needs and then suggesting options, which may include reformation and reorganization of the business structure, capital formation, compliance with federal and state securities law requirements, and other forms of debt or equity financing.

A large portion of BKBH’s overall legal practice is devoted to its business clients. We offer a complete range of business and commercial services to our clients who are interested in conducting business or are actively involved in business ventures in the state, the region, and throughout the country. Our firm assists a broad range of corporate clients, representing both small, local businesses and Fortune 500 Companies. BKBH’s Corporate Practice Group has a dozen or more attorneys who have extensive experience in the following commercial law matters:

• Negotiating and drafting of a wide variety of contracts, leases, license and use agreements, financing documents, real property transaction documents, and shareholder, member, partnership and employment agreements.
• Restructuring complex corporate debt and equity financings and re-financings, and negotiating and drafting the various legal documents to effectuate those transactions.
• Assisting our clients with issues of state and federal antitrust and securities laws, securities and commodities fraud litigation, complex class action and derivative shareholder litigation, constitutional law challenges, protection of intellectual property litigation, and other types of commercial litigation.
• Performing business mergers and acquisitions, restructurings, transactions and litigation of various size, complexity and exposure for both small local businesses and large publicly held corporations.
• Advising and counseling clients with regard to state, local and federal tax applications and also assisting a wide range of tax-exempt entities and arrangements with formation and compliance matters.

BKBH’s Commercial Group provides legal assistance to both new and established businesses by assisting them with transactional needs including business structuring and reorganization, taxation, administrative compliance, intellectual property registration and litigation, and drafting the wide variety of related transactional documents to effectuate mergers, sales, leases and loans. To provide our clients with the highest quality of service, our corporate attorneys operate as a unit while relying on individual strengths. Because of the complexity of corporate matters that arise, our attorneys combine experience, advanced degrees, such as LL.M.s, and significant continuing legal education to remain current and prepared to handle such needs.

Tax Advice from BKBH - Almost every transaction or business activity is impacted by federal, state, or local taxes. Every legislative session there are numerous proposed bills that impact the tax structure in Montana and potentially impact business and commercial interests in the state. BKBH attorneys knowledgeable in tax matters advise our clients on the tax consequences of proposed legislation and business transactions, and suggest amendments or arrangements that will mitigate adverse impacts on our clients. Our attorneys also have experience representing business clients before the Montana Department of Revenue, the Internal Revenue Service, and in state and federal courts, to include Tax Court. A brief description of representative services BKBH provides its tax clients follows:

• Counsel for multiple association-related pooled health insurance arrangements. Work in this area typically includes counsel on initial choice of entity and formation requirements. It also includes pursuing tax-exempt status and negotiation with the I.R.S. on this issue if necessary. Once the entity is established, representation continues addressing ongoing compliance with regard to I.R.S. and ERISA standards.
• BKBH attorneys from our Commercial Group have represented major industrial concern on Montana property tax disputes for multiple years. Focus included all areas of appraised value with specific emphasis on functional and economic obsolescence. Such disputes required close contact with valuation experts and were litigated through the administrative hearing levels before reaching ultimate settlement on favorable terms resulting in significant tax savings.
• Representing multi-national financial interest on state income tax matters. Work includes focus on unitary business and business income determinations, as well as analysis of Montana state income tax regulations and apportionment formulae.
• Assisted corporate clients in various acquisitions of real property holdings for investment or commercial use. In connection with such service, helped transform various business entities into tenancy in common arrangements to set the stage for IRC Section 1031 exchanges.

Commercial Litigation by BKBH - Our firm maintains a substantial commercial litigation group. BKBH’s litigators are experienced in all aspects of the litigation process and have successfully handled commercial, environmental and general civil litigation cases many of which are complex lawsuits involving multiple parties and tens of thousands of documents. BKBH attorneys have litigated commercial matters in federal and state trial and appellate courts, arbitration tribunals, and administrative agencies on a wide variety of legal issues, including:

• Breach of contract actions and matters arising under the Uniform Commercial Code, RICO, CERCLA, and state and federal antitrust and securities laws;
• Commercial bankruptcy matters, distributor terminations, corporate and partnership dissolutions;
• Securities and commodities fraud litigation;
• Unfair competition, trade secret and intellectual property actions;
• Class action and derivative shareholder litigation;
• Constitutional law challenges affecting various business interests;
• Defense of patents and patent infringement litigation;
• Fraudulent transfer of assets actions;
• Oil and gas royalty payment litigation;

Tax litigation - Recently Decided Cases Litigated by BKBH’s Commercial Group:

Wadell & Reed, Inc (2005). Stan Kaleczyc represented Wadell & Reed in security class action litigation involving the alleged improper exchange of variable annuities. This matter was settled on terms favorable to Wadell & Reed.

Finke v. State of Montana (2003). Stan Kaleczyc and Kim Beatty successfully challenged on constitutional grounds a state statute limiting local municipal powers. Montana Chamber of Commerce et. al v. Argenbright (2000). Stan Kaleczyc and Kim Beatty were successful in having declared unconstitutional a prohibition on corporate contributions and expenditures to ballot initiatives and referenda. Mr. Kaleczyc and Ms. Beatty were successful in the Montana federal trial court, in defending an appeal to the U.S. 9th Circuit Court of Appeals, and in defending a petition for writ of certiorari to the U.S. Supreme Court.

Marshall v. State ex re. Cooney (1999). Stan Kaleczyc and Kim Beatty successfully voided a constitutional provision limiting governmental power to impose taxes, fees and assessments. The matter was accepted by the Montana Supreme Court on a petition for original jurisdiction.

Business Acquisitions & Restructuring - BKBH is experienced in business acquisitions of various sizes. We assist clients with both stock purchases and asset transactions, and we represent both small, local businesses and Fortune 500 Companies.   BKBH also services business clients who need assistance restructuring in order to facilitate new product or service development and distribution rely on our firm's experience supporting start-up ventures for both new business entities and established entities embarking on new enterprises. Joint venture and partnership agreements can be effectively negotiated for such projects. We are able to assist with other legal issues such projects may typically confront, including negotiating licensing arrangements, protecting intellectual property, managing distribution channels, and drafting service and supplier contracts.

Government Relations & Administrative Law - Our clients include regulated industries and business which is before state and federal administrative agencies. We provide a variety of legal and lobbying services, including the filing and pursuit of licensing applications, representation in contested case hearings, and negotiation of the purchase and sale of licenses. We have appeared in a variety of state and federal venues, including the Montana Department of Revenue, Montana Department of Health and Human Services, the Montana Public Service Commission, Montana Insurance Department, Montana Securities Department, U.S. Department of the Interior, Bureau of Land Management, Indian Affairs, Internal Revenue Service, and U.S. Environmental Protection Agency.

Employment Law Issues -  Businesses of any size must deal with a myriad of labor laws. In addition to compliance with payroll and unemployment tax liabilities, including compliance with the Fair Labor Standards Act and state wage and hour laws, as well as workers' compensation insurance requirements, the modern business owner must understand issues such as the nexus between workers' compensation statutes and the Americans with Disabilities Act. OSHA, the Equal Employment Opportunity Act, Montana Human Rights legislation, and federal and state drug testing laws and policies all provide unique challenges and opportunities to businesses. Our labor relations specialists can help with these issues, as well as issues involving the more traditional employment contracts and covenants not to compete.

Transactions - The negotiation, structuring, and formation of new business ventures, the buying and selling of existing business, business reorganizations, stock and asset transactions, capital formation and other forms of debt or equity financing, and the preparation of shareholder, member, partnership, and employment agreements are our day-in and day-out trade. We negotiate and draft a wide variety of complex contracts and other instruments when a business needs to merge, sell, lease, purchase, borrow, or lend assets.

Reasl Estate Issues - As a full-service law firm, BKBH has specialized resources within our firm that may be marshaled when particular situations arise. When a transaction involves the purchase, sale, or financing of real property, our attorneys with experience in property transactions, as well as appropriate technical staff, become closely involved with the project to ensure our client's interests are protected. Environmental compliance in real property matters is now a threshold concern, and federal and state air, water, and solid waste requirements often necessitate the involvement of attorneys knowledgeable in these substantive areas of law; our firm offers extensive experience in environmental compliance, remediation, and litigation.