Ahlers & Cooney, P.C.

Business Entities

The attorneys in the Business Entities Practice Group bring a depth of experience in assisting clients in all aspects of business structure and analysis.  We advise in the formation of all types of business entities and selection of the proper structure to accomplish the objectives of the client, including corporations, limited liability companies, partnerships, proprietorships and agricultural cooperatives. For tax-exempt organizations, we work with clients on establishing tax-exempt status, compliance with applicable laws, and the structuring of entities to accomplish the tax-exempt purpose.

We provide general business representation which requires ongoing consultation on business and financial matters, preparation of legal documents, and advice to officers and boards of directors. Our attorneys handle the negotiation, drafting and review of all types of business contracts, including all aspects of financial transactions, real estate transactions, joint ventures, mergers and acquisitions and various regulatory agreements.

Representative Projects

• Business acquisitions and dispositions for closely-held businesses; transactions have ranged from tens of millions of dollars to smaller transactions for closely-held businesses
   
• Facilitate the winding down of business operations, including the sale and liquidation of assets
   
• Advising tax-exempt organizations with respect to their unique compensation, retirement planning, and welfare benefits issues, including particularly with compliance under Internal Revenue Code sections 403(b) plans, 457(b) “eligible” plans, and 457(f) “ineligible” plans, and the application of Code section 409A
   
• Representation of lenders, borrowers, investors and developers in connection with a broad range of financial transactions, including asset-based lending, real estate acquisitions and development, construction loans, credit-tenant lease financing, trade finances, transactions involving new market and tax credits, and private equity investments
   
• Advising on corporate board and compliance issues, including reporting and disclosure issues, corporate governance matters and private placements of debt securities

Employment & Labor Law

Viewed as one of the preeminent Iowa law firms in Employment & Labor Law, our firm takes pride in protecting Iowa’s employers. Our attorneys are always prepared to respond to the constantly expanding array of complex legal issues that surround the employer-employee relationship. We advise clients with respect to preventive law as well as provide experienced representation on matters in litigation. Our clients rely on us to be their strategic partners by knowing their industry and how it may be impacted by ever-changing laws and regulations.

Helping clients build the foundation for a productive and healthy workforce, our attorneys continually look for ways our clients can avoid employment liability using practical, cost-conscious approaches. We assist clients in identifying and avoiding troublesome issues before they give rise to litigation by recommending unique and proactive solutions based on common sense and an up-to-date understanding of court decisions. We counsel clients regarding the management of problematic situations as they develop, from the time of onset through resolution.

The group’s lawyers routinely assist clients in the full spectrum of employment issues, including FMLA, ADEA, OWBPA, ADA, Title VII, Iowa Civil Rights Act, ERISA, COBRA, HIPAA, FLSA, Wage Payment Laws and employment contracts.

If litigation is initiated, attorneys specializing in employment and labor litigation are prepared to vigorously pursue the client’s interests with unsurpassed substantive knowledge, years of litigation experience, unquestioned professionalism, and a genuine sensitivity to the financial and emotional costs associated with litigation.

We have represented clients in cases before the:

• Iowa Civil Rights Commission
• EEOC (Equal Employment Opportunity Commission)
• Des Moines Human Rights Commission & other local commissions
• Unemployment Appeals Board
• Board of Educational Examiners
• National Labor Relations Board
• Iowa Public Employment Relations Board
• Department of Labor
• and others

Representative Projects

• Review and develop clients’ handbooks, policies, and forms used in the hiring, disciplinary, and termination processes to ensure compliance with the ever-increasing requirements of the law.
   
• Regularly assists clients in managing the particularly troublesome issues that arise in the context of workers with health problems. We are experienced in assisting clients in maneuvering through the complex interrelationship between and among such legal considerations as the ADA, FMLA, benefits, sick leave, attendance and leave of absence policies, short-term disability, long-term disability, and workers’ compensation.
   
• Defended hundreds of civil rights complaints before the EEOC, the Iowa Civil Rights Commission, and local civil rights commissions and regularly obtained administrative closures or findings of no probable cause. When an adverse decision is rendered by the Commission, we have experience obtaining review and reversal through the lengthy and laborious judicial review process.  See, e.g., Casey’s General Stores, Inc. v. Blackford, 661 N.W.2d 515 (Iowa 2003).
   
• Successfully defended a large community college and several members of its executive staff against a lawsuit by a current executive who unsuccessfully sought the president’s position at the college. The lawsuit included various claims sounding in race discrimination, harassment, and retaliation and involved hundreds of thousands of dollars in potential damages.  Our firm won summary judgment on all claims and successfully defended the judgment on appeal to the Eighth Circuit Court of Appeals.  See Gilbert v. Des Moines Area Community College, 495 F.3d 906 (8th Cir. 2007).
   
• Defended a locally headquartered, multistate employer in two collective/class action lawsuits pending in the United States District Court for the Southern District of Iowa. The lawsuits involved claims for unpaid wages, expenses, and missed breaks from over 85,000 employees in nine different states under the Fair Labor Standards Act and various state laws. After successfully convincing the Court, on behalf of the employer, that the employer should be allowed to seek discovery from dozens of putative class members, plaintiffs agreed to mediation during which the parties reached a global settlement of the multistate class claims.

Real Estate & Environmental

Traditionally, the land of our state has been the basis for much of Iowa’s economy. As more urban, commercial and industrial uses emerge, there are bound to be challenges. Our experienced attorneys can help negotiate the myriad of laws, regulations and procedural steps relating to land use, property issues, eminent domain and environmental concerns. Clients include corporations, privately-held businesses, agri-businesses, municipalities, educational institutions and individuals.

Real Estate Law

Our attorneys are experienced in a variety of legal issues related to the acquisition and use of real property. We provide complete and comprehensive legal services in all methods and aspects of real estate acquisition or sale, including acquisition by purchase and sale agreements, acquisition by eminent domain, lease agreements, financing of real estate acquisitions, and negotiation of contracts for demolition and construction. As part of these comprehensive services, we are experienced in the review of abstracts and drafting of title opinions, and the preparation of deeds and other transactional documents.

Environmental Law

Our attorneys are experienced in providing regulatory compliance with both federal and state laws, structuring transactions to protect purchasers from environmental liabilities, and working with enforcement agencies on both federal and state levels. We defend our clients in cases of regulatory or citizen enforcement actions. We also assist our clients in commenting on new environmental rules and legislation which may impact them.

We have represented entities with regulatory compliance and administrative enforcement for asbestos and underground storage tanks, as well as with contaminated properties. Our work also includes representation in negotiations and/or litigation related to remediation of environmental concerns under federal and state law or with other responsible parties, including CERCLA (commonly known as SUPERFUND).

Representative Projects

• Representing buyers, sellers, landlords and tenants in commercial real estate transactions
• Drafting documents related to real estate transactions, including purchase agreements, leases, closing documents, options and exchanges
• Advising and representing industrial, municipal and educational institutions in compliance issues arising from both Iowa and federal environmental law
• Representing industrial, municipal and educational institutions in negotiation and/or appeal of water and land use permits, including construction permits, NPDES permits, and landfill permits
• Provide real estate expertise in connection with New Markets Tax Credits transactions, including due diligence review of title and survey matters, and other real estate due diligence matters
• Assist in drafting real estate mortgages, intercreditor agreements, UCC financing statements and other security instruments with respect to private activity bond and New Markets Tax Credits transactions