Counsel for Business Owners

Choosing the right entity, structuring ownership and management correctly at formation, and putting in place an operating or shareholder agreement that anticipates the situations that actually arise. These are the decisions most often made under time pressure and most often regretted later.

We form LLCs, corporations, and partnerships; draft the operating, shareholder, and partnership agreements that govern them; and advise on the liability and operational implications of the structural choices. Where the right answer requires coordination with accountants and tax counsel, we work that integration.

The vast majority of businesses we form are LLCs, which means the buy-sell mechanics live inside the operating agreement rather than in a standalone document. The substance is the same.

These provisions determine what happens when a member dies, divorces, becomes disabled, leaves the business, or wants out, and the presence or absence of workable language is often the difference between a business that survives an ownership transition and one that doesn't.

Commercial leases obligate businesses to rent for years, often with personal guaranties from the principals. The economics of the lease, from base rent, common area, and operating expense pass-throughs to exclusivity, assignment rights, renewal options, build-out responsibility, and default remedies, drive the company's cost structure for the term and constrain its future options.

We negotiate commercial leases for tenants and landlords, with attention to the provisions that matter most for each side and the points where the standard form terms create real exposure.

Buying a business or selling one is the largest transaction most owners ever participate in. We represent buyers and sellers on the sale or purchase of a business, whether structured as an asset purchase or an equity purchase. We structure the transaction to allocate tax and liability appropriately, conduct or respond to legal due diligence, and draft and negotiate the asset purchase agreement or equity purchase agreement along with the bill of sale, assignment, noncompete, and other ancillary documents.

We coordinate with accountants and lenders through closing and post-closing obligations. The work is built around the recognition that a successful sale is the goal that drives most owner-level decisions over the life of the business.