• It’s About You and Your Business.Pierce / McCoy
  • #HardWorkPierce / McCoy
Our Services
The Team
Our Philosophy
  • / Start-Up and Business Matters+

    We advise start-up and emerging companies at every stage of their development ranging from initial formation, growth financing to their exit event. We aim to help our clients make the best use of their limited resources. With our dedication to keeping costs low while delivering high quality legal services, we are able to supply effective services our client’s need at a cost that represents true value. Our team handles a multitude of corporate matters ranging from intellectual property development, corporate governance to structuring capital and acquisitions.


  • / Transactional Opportunitites+

    We believe no two deals are alike, which is why we listen to our client’s goals and identify their needs. Our team focuses on making sure the fine print accomplishes our client’s objectives and addresses the deal’s major points of risk and opportunity.

    We focus on providing legal counsel for our clients in order to address every day transactional matters involving corporate governance, Federal and state securities regulations, and creditor issues. We have extensive experience in various complex business transactions involving corporate restructuring, recapitalizations, stock and asset acquisitions, joint ventures, and like-kind exchanges.


  • / Tax+

    We advise clients on the tax implications of a wide range of transactions. With an acute focus we help our clients comply with IRS guidelines, and defend tax collection we represent Individuals and companies in various tax matters. We provide tax advice on all aspects of business operations for clients of all types and sizes.


  • / Nonprofits & Foundations+

    We understand what makes nonprofits and tax-exempt foundations different. As avid participants in the tax-exempt community, we have an in-depth understanding of the needs of our nonprofit clients. We advise our nonprofit clients in all matters involving tax exemption applications, legal audits, joint venture capital projects, and continuing corporate governance to ensure the stability and success of your vision.
    We also have experience in Social Enterprise law and navigating new and evolving legal opportunities for our mission-driven clients who seek to accomplish both social impact and profitability.


  • / Intellectual Property+

    Our intellectual property practice is centered on strategies for scalable start-ups and growth companies. This ranges from pre-formation structuring, ownership assessment, assignments and protection strategies intended to keep the Company’s IP protected. Our attorneys also counsel on negotiating and drafting licenses and alliance agreements while handling a wide variety of matters that relate to the creation, use, licensing and transfer of technology.


  • / Civil Litigation and Dispute Resolution+

    We act in a narrow range of business disputes in the courts and other types of alternative dispute resolution arising out of commercial transactions, mergers and acquisitions, investor disputes, director and officer liability claims and business breakups.


  • / The Big Idea+

    Pierce / McCoy is changing the legal industry. We believe business owners and entrepreneurs shouldn’t pay a huge invoice for thousands of dollars with open-ended fees. To help our clients budget their legal fees, we provide a 12-month representation retainer, which allows clients to purchase an annual invoice credit necessary to address their legal needs by paying a fixed, monthly payment. Of course, Pierce / McCoy allows clients to engage our firm’s services on the traditional pay-as-you-go method and are ready to discuss both models with you today.

    For many of our clients, we act as part of their team in an “outsourced general counsel” role focused on long-term client relationship and business viability. Whether you need Pierce / McCoy to help with a single transaction or ongoing representation and counsel, its our desire to provide cost effective service offerings that other firms don't currently offer.


  • / Focused Practice+

    Pierce / McCoy attorneys practice exclusively in the field of business and tax law. We dedicate our firm’s knowledge and resources to guiding our clients’ through the numerous bodies of law implicated by their business objectives and hurdles. Check out some of the legal opportunities and challenges we capture and solve for our clients under Our Services.


  • / Community Investment+

    Pierce / McCoy is excited to invest into the start-up business community by providing pro-bono corporate legal services to new businesses growing their ventures with Hatch Accelerator, a Southeastern Virginia accelerator program, and i.Lab Incubator, a university-wide initiative that creates a nexus point for entrepreneurship and innovation education at the University of Virginia.


  • Launch / Grow / Protect

    ⁄ Blog

    Shortchanging Due Diligence Today Could Equal a Tall Price to Pay Tomorrow9/14/14+

    By: Gabe McCoy

    Legal due diligence.  These three words often make business owners cringe, reach for their wallets and look for the nearest exit sign.

    I recently had a client tell me he was going to buy most of a company’s operating assets, had a gentlemen’s’ agreement with Seller on purchase price, and needed me to “just review my bill of sale Gabe.  This deal is very cut and dry so don’t try to complicate it!”  Smiling I remarked “Why Steve, I’d never think of doing such a thing.”

    So instead of emailing Steve my 25 page M&A due diligence checklist, I decided to ask him a couple questions about Seller’s building lease, capital equipment leases, operating agreement rights of first refusal, revolving line of credit and a few other everyday contracts I knew had to be on Seller’s balance sheet and tucked inside its minute book.

    After a few groans, Steve agreed to get me copies of these contracts and other key instruments in Seller’s files.  Later that week Steve’s groans turned into sighs of relief because, true to form, almost each contract and instrument contained the customary restrictive language requiring third party prior consents when selling all or substantially all of Seller’s assets.

    As my colleague @pmlegalnat always says, the moral of this story is “don’t be penny-wise and pound-foolish.”  Spend a few more hours asking for Seller’s third party agreements before closing your acquisition and use an experienced business attorney, not just your CPA or “business consultant,” to perform a couple hours of legal due diligence.

     

    If I pay in full the IRS will just “waive” interest and penalties, right?8/26/13+
    This is a question PIERCE / MCCOY hears a lot from clients.  Unfortunately, the short answer is simply NO.
    However, the longer, more correct answer is that unless you pursue an Offer in Compromise based on doubt as to the collectability of the tax, governed by I.R.C. § 7122, the IRS generally only has discretion to accept full payment of the tax, interest, and penalties in lump sum or over time by installment.  Penalties and interest are each handled differently as explained below:
    Penalties - a penalty for failure to pay a particular tax would be governed by I.R.C. § 6404(f) permits the IRS. to abate any penalty when it provided erroneous written advice, in response to a written request for advice, and the taxpayer reasonably relied on it.  Telephone or in person advice does not qualify, and is almost impossible to prove another way.
    Interest - Interest is governed by Pursuant to I.R.C. § 6601, interest generally runs from the time a tax return is due until the time the tax is paid.  One exception is an “assessable” penalty, for which case the interest runs from the date the penalty is assessed.  Internal Revenue Code § 6404(g) permits the IRS to waive interest, but two circumstances must be present.  1) interest must only be on income tax, so if the interest is on an estate tax, excise tax, or employment tax, there is no authority for the IRS to “waive” interest; and 2) you must demonstrate that the interest was a result of an error or delay on behalf of the IRS in the performance of a “ministerial” act.  The liklihood that your circumstances meet both 1 and 2 are rare, therefore, get ready to pay the charged interest.
    Without belaboring the point, the IRS will RARELY  “waive” a penalty or interest, and the courts do not readily overturn the IRS action.

    Are we a good fit? Contact us.