Shareholder & Operating Agreements

Memorializing the relationship between partners at the outset of your venture is necessary to clarify the rights and obligations of all parties involved. While many times the parties have reached an agreement on the general business points such as ownership percentage, capital contributions and allocation of profits, they have not considered the consequences of unfortunate or unforeseen events in the future. Discussing and negotiating these issues at the outset can prevent lengthy legal battles further down the road.

Corporate Governance Matters

Running a small business is a difficult and time consuming process. The relationship between business partners can often get complicated and disputes may interrupt the day-to-day operations of your business. We can help ensure that the management and operation of your business remains smooth and that internal conflicts do not affect your business’ profitability. We can also represent you in resolving disputes between partners.

Purchasing/Selling a Business

Purchasing or selling a business can be structured in many different ways. Generally, a purchase/sale will fall within two broad categories; a sale of the assets of a company or a sale of the company itself. There are advantages and risks associated with each approach. Depending on the specific facts and circumstances of the deal, one approach may be more beneficial than the other. In a purchase of the company itself, you will likely become responsible for many of the liabilities of the seller. In a deal structured as an asset purchase, subject to certain key exceptions, you will be largely shielded from the liabilities of the seller. We can help structure the deal so that your exposure is limited to the greatest extent possible.