Corporate & Business Law

It’s a critical question. We regularly help clients determine whether an LLC, S-Corp, C-Corp, LLP or LP provides the right structure, flexibility and protection for your type of business. We will review the pros and cons of the best options, and then create the appropriate business formation documents. We will also assist you proactively to keep your business in compliance with the laws and regulations that govern it.

Absolutely. Today, you have common ground and enthusiasm. Six months or six years from now, your visions and personal interests almost certainly will change. You need to look at who controls the finances, who has the power to hire and fire, and what will happen if your partner becomes disabled or dies. The best time to answer these questions is in the early stages of a business relationship. An operating agreement cannot prevent conflict, but it can lay the groundwork for a faster, less costly resolution if differences arise in the future.

Disagreements among business owners can be enormously stressful. Too often, we see how such disruptions sap the energy of a company, paralyze decision-making, and escalate into bigger problems. Several of us are acknowledged veterans when it comes to negotiating thorny ownership issues. Time and again, our thoughtful interventions have helped owners confront underlying problems, address conflicting points of view, and preserve the business.

No, no and no. It’s virtually guaranteed that a generic form contract won’t adequately protect your interests. Essential terms are often missing; included terms may not even be valid in your jurisdiction. Once in force, the contract can deny or limit your options in case of a later dispute. A few dollars saved up front can cost you dearly in fees and potential litigation later. We will work with you to draft the agreement efficiently – and to cover every base on your behalf.

Business succession planning can accomplish your goals. The most common way is to have a shareholders’ agreement among all current and future stockholders that restricts sales of the stock of the company to outsiders, and protects against creditors of stockholder interfering if a stockholder is experiencing financial difficulties. It is wise to coordinate the shareholders’ agreement with your estate planning documents such as your will, your testamentary trusts, and your living trusts. Our experienced and creative team of business law and estate planning attorneys can help you develop a succession plan for your business that will best suit your specific circumstances.

Drafting a contract to anticipate a breach can make a huge difference. Requiring the customer to pay attorneys’ fees if litigation is required is a necessity. Other provisions to consider including are termination limitations (for cause); customer cooperation; deadlines; liquidated damages (pre-determined amounts in case of breach which may eliminate the need to prove what was lost); performance obligations; and dispute resolution mechanisms which can avoid the cost and uncertainty of going to court. If litigation does happen, a court could order the breaching party to perform their obligations. Other times, the non-breaching party who performed their obligations can recover money damages equal to what was promised had the contract been fully performed, losses, or even damage which punish the wrongdoer for egregious behavior. Other less common remedies may be available as well.  Reviewing a contract prior to signing is essential to protect against one-sided agreements which automatically renew or which impose unwanted duties.  Having an attorney review a contract before signing can be valuable protection against undesirable consequences.