I represent businesses and business owners with respect to the following matters.
Business Stock and Asset Sales
I represent clients buying or selling a business or an interest in a business, including stock sales and asset sales. I also represent businesses obtaining financing in their dealings with lenders. I have handled traditional transactions, large and small, and also creative ones. I am always mindful to make sure that my clients are protected.
I draft, review and negotiate nearly all manner of contracts. Handled correctly, contracts can be a great asset in protecting your business in dealings with vendors, customers, partners, employees and subcontractors. Every important agreement that you enter into should be in writing. Having written agreements helps ensure that both parties are on the same page about all of the terms of the deal. Contracts also provide evidence of the parties’ intentions and help to resolve later confusion or disagreements.
Corporation and LLC Formation and Governance
I help clients form new businesses and change the structure of existing businesses. This includes the formation of corporations and limited liability companies (LLCs). I draft companies’ organizational documents, file the necessary paperwork with the government, help you obtain a taxpayer identification number, and handle any necessary publication requirements. Once your company is formed, I can prepare the necessary paperwork to properly provide notice of and document meetings of shareholders, directors, officers, members or managers.
I counsel employers on legal compliance issues and protect employers in the hiring and termination of employees. I draft, review and negotiate employment contracts, and non-competition, non-solicitation, and non-disclosure agreements. I help employers prepare employee handbooks. I also advise businesses about who can be treated as independent contractors and draft appropriate contracts for independent contractors.
Franchise and Distribution Agreements
I review and negotiate franchise and distribution agreements. These often lengthy agreements contain many important provisions concerning issues such as initial fees, other additional fees and financial obligations, territory restrictions, restrictions on what may be sold or method of sale, use of trademarks, handling of disputes, renewal, transfer, termination, reporting requirements and other obligations. I will review franchise disclosure documents with you to ensure that you fully understand their contents and any risks associated with the proposed relationship. Further, after any such agreement has been executed, I can advise you regarding meeting necessary obligations and the handling of any disputes that may arise.
I have represented many landlords, and I have represented many tenants. A lease is often one of the largest financial commitments made by any business, and frequently requires the personal guarantee of the tenant’s owner. That means the details of the lease are really important. Any lease should be carefully reviewed by an attorney and provisions negotiated if appropriate.
Good agreements between partners (or between shareholders in the case of a corporation, or members in the case of a LLC) will specify the rights and obligations of each partner, financial and otherwise, as well as provide for the handling of disputes among partners and dissolution of the partnership under appropriate circumstances. Sometimes partnership agreements contain non-competition provisions and/or buy-sell provisions in the event of an owner’s death, disability or desire to sell his/her interest in the company. There is no one-size-fits-all model, as it is important that the agreement fit the situation. I recognize that partnership agreements can be among some of the most delicate to negotiate, and I strive to fully protect my clients while maintaining goodwill among partners.
What’s your end game? I want to help you get there. If you don’t know, I want to help you figure it out. Exit strategies can involve ultimately selling or otherwise transferring a business to relatives, partners, employees, third parties who you already know, or third parties who you don’t know. The details of each transaction can vary significantly, and of course an owner’s age, career stage and personal circumstances all factor in. Whether you are looking to retire 5 years from now or you don’t intend to slow down for the next 30 years, it is also important to have a plan for managing your business in the event of your unexpected death or disability and the proper legal documents in place to achieve that plan.