Business & Transactional Law

Business & Transactional


Ayres, Shelton, Williams, Benson & Paine Lawyers who practice in the above area:   John R. Williams, Stephen J. Paine, Curtis R. Shelton, and Jacob C. White


Aircraft Acquisition

We represent purchasers and sellers and lessors and lessees of aircraft, handling ownership and registration issues, taxation-related matters, including advice on structuring to address state, local and federal tax questions, and like-kind exchanges under section 1031 of the Internal Revenue Code. We also provide entity structuring for aircraft ownership and are available to represent owners and operators in aircraft management, hangar and crew service agreements.

Business and Corporate Law

Our firm practices in all areas of business and corporate law, including formation, capitalization and operation of corporations, partnerships and limited liability companies. We draft stockholders’ and voting agreements, reviewing corporate and business governance policies and provide advice regarding structuring and re-structuring of companies. We maintain on-going relationships with both management and tax consultants and professionals to that end. We also provide legal counsel to distressed companies and stockholders on their rights on derivative actions, and the board of directors and other stockholders when presented with stockholder notices.

Commercial Transactions

The firm’s attorneys advise our business clients in all types of commercial and business transactions, including asset and equity purchases and sales, 1031 exchanges, leases, mergers, acquisitions and divestitures, secured and unsecured bank financing, seller financed sales and transactions involving all manner of assets such as real estate, equipment, inventory and accounts. We provide opinions in securitized transactions and serve as Louisiana counsel in financing and complex business arrangements. Our clients include local and regional businesses, banks, and other lending institutions.

Construction Law

Our attorneys negotiate and prepare construction contracts, both simple and complex, to minimize or eliminate difficulties in the construction process. From residential home building, subdivision planning and development, to multi-million dollar contracts, the firm’s lawyers have dealt with all types of construction disputes. The firm also has attorneys who can deal with sureties, bond claims, mechanics and materialmans liens, and all types of disputes related to the construction process. Through careful project planning, contract formation, and detailed consulting throughout the construction process, the firm hopes to minimize its clients’ needs for dispute resolution services following completion of the project.


We have decades of combined experience in dealing with contracts of all types, from simple sales agreements to complex commercial leases, complex bond-financing arrangements, contracts with government entities, cooperative endeavor agreements, and agreements in all of the areas of business law in which we practice. We are available to review the contract for you and tell you if it will adequately protect you. We also advise clients on provisions of existing contracts and their alternatives when seeking to extend, terminate, or give notice of breach.

Finance and Financial Institutions

Our attorneys have a long history of service to Louisiana financial institutions and business and financial institutions engaged in secured lending in Louisiana. Our practice includes negotiation of loan commitments and loan agreements, perfecting mortgages and security interests in Louisiana collateral, and primary representation in multi-state lending transactions. We provide services to all types and sizes of financial institutions, including banks, credit unions and leasing companies, and represent borrowers in negotiating loan terms.

Mergers and Acquisitions

The firm’s attorneys have represented both buyers and sellers in mergers, advising them on a variety of corporate, securities, tax, contract, regulatory, environmental and real estate matters. The firm’s attorneys have experience in identifying the legal issues that arise in connection with these complex business combinations. Generally, the firm’s lawyers assist clients with all aspects of the transaction, from preliminary advice and due diligence, to negotiating the terms of the agreement, and finally closing the transaction.

Non-Compete and Non-Solicitation

We regularly negotiate and prepare enforceable contracts prohibiting competition with a business by shareholders in a corporation, by partners in a partnership, by members of limited liability companies, by employees of an employer, and by independent contractors.

Partnership Formation and Planning

We structure general partnerships, limited partnerships and limited liability companies, investment partnerships and joint ventures. We give advice both to existing partnerships on their tax position and to clients seeking to use partnership structures for specific tax-planning reasons. We assist with the complicated mix of income tax, corporation tax, capital gains tax and inheritance tax. We can review the effects of the mix of individual and corporate partners and residence and domicile status of the partners. Our planning considerations include these matters, the use of hybrid partnerships (with both individual and corporate partners) and “family partnerships” as an alternative to a trust for estate planning reasons.

Real Estate

Our attorneys have negotiated and concluded numerous real estate transactions, including developments, sales, leases, exchanges and financed transactions. The firm also counsels clients on the negotiation and preparation of purchase and sale agreements for all types of properties, such as oil and gas properties, offices, shopping centers and other developments, with a focus on commercial transactions.

Stock and Asset Acquisitions

We can assist in the structuring, due diligence, financing and negotiation of a variety of stock and asset transactions. We assist you in understanding and negotiating your contracts and help you through the maze of due diligence, representations and disclosures. Finally, we see that the closing process and its attendant documentation are organized so that your transaction is concluded smoothly and successfully.

Tax Credit Financing

Our attorneys have experience counseling investors, lenders, borrowers and development entities on tax credit programs including historic rehabilitation tax credits, low-income housing tax credits and energy tax credits. Our attorneys have dealt with a range of clients in the affordable housing and tax credit industry, and we provide comprehensive and informed representation, and cover everything from determining the best structure for the transaction to advising on complex tax issues. We also advise clients with respect to various state tax credit programs. We assist clients in understanding when state low-income housing tax credits are delivered to the owner and investors over the same period as the federal low-income housing tax credits, and when other state tax credits provide benefits over different periods of time. Likewise we advise clients concerning whether tax credits may be transferred. We are able to provide advice, representation and assistance with respect to Louisiana’s advantageous film tax credit available under the Louisiana Motion Picture Tax Incentive Act, which provides a significant tax credit incentive for qualified, Louisiana-based productions.