Services Offered

 Organizing Companies
Operating a business carries risk. One of the best ways to limit your liability is to operate your business through an entity that provides liability protection, such as a limited liability company, a corporation (Subchapter S or C corporation), a limited liability partnership or a professional firm. It is important to choose which entity is best for you and to set it up properly in order to provide you with the greatest liability protection available. Steve has been advising clients on these matters since he was a young, much thinner man.
Hands ShakingOwner Agreements
Owner agreements are extremely important for any entity that has more than one owner. These agreements are often referred to as shareholder buy-sell agreements, member control agreements, operating agreements or partnership agreements. Key topics in these agreements often include voting rights, profit distribution rights, capital calls, minority and majority rights, and the process that the owners agree upon in the event of retirement, transfer, death, disability, divorce and dissolution. These are matters that are best agreed to up front rather than addressing them after the event arises. Better to hire your lawyer now to draft than later to fight, I always say.
Business Succession Planning
Business owners often wait too late to plan for succession. If you have a family owned business, it is important that to plan ahead so there are family members that have the knowledge, skill and experience to take over the business without the parents. The parents need to plan ahead to make sure the existing business can afford to pay them and yet survive, and to protect them as well by removing them from personal guarantees that are often in place with debt and leases. A succession plan requires just that, a good plan. Steve has the necessary experience and patience to advise closely-held businesses how to plan and how to document and implement a great succession plan. As fast as you can, snatch the pebble from my hand. When you can snatch the pebble from my hand, it will be time for you to leave. © Kung Fu
Employment, Non-Compete, Separation and Independent Contractor Agreements
Not all employees need employment agreements. However, there are situations where these are extremely important to the long term success of a business. For example, if you have an employee that has access to the company’s trade secrets and confidential information or an employee who could leave and compete with you or hire away key staff. Separation Agreements are important where a company is terminating an employee and there is a concern that the company may need protection against the employee. All independent contractors should have an agreement that covers the terms and conditions of the work they will provide, and also confirms that the relationship will be that of an independent contractor rather than an employee. These agreements are complicated and should be managed by a lawyer with an above-average IQ, like Steve.
Real Estate Purchase Agreements
Buying or selling real estate can be intimidating, except for me. Many purchase agreement forms that are used in the market nowadays are too long, wordy and complex. There are certain basic provisions in addition to the purchase price and the description of the land or land and buildings that need to be covered in the agreement. These include title, survey, inspection, buyer contingencies, seller representations and warranties, closing and remedies. Drafting a long, complicated agreement does not take legal talent. Drafting a clear, concise agreement that the parties understand does. Give that a little thought.
Equity Investments
Raising equity to capitalize or to fund a business can be the difference between a successful business and a business that suffers as a result of poor cash flow. Raising equity, however, must be done carefully. Depending on the circumstances, there are certain disclosures and documents that should be drafted, including Subscription Agreements and Letters of Investment Intent, Owner Agreements, such as Shareholder Buy-Sell Agreements and Operating Agreements, Private Placement Memorandums, Investor Packages and Confidentiality and Non-Disclosure Agreements. These are fun and interesting agreements.
Acquisitions
Buying, selling or merging your business is an important event and requires the advice of an experienced, personable lawyer, like Steve. There are many structures to analyze, including an asset purchase or sale, a stock or membership interest purchase or sale, a merger, a transfer or sale to family members such as siblings or children or a transfer or sale to new or existing partners or employees. All of these require careful planning, due diligence and negotiating and drafting key transfer documents, including Confidentiality and Non-Disclosure Agreements, Purchase Agreements, Employment and Non-Compete Agreements and Lease Agreements. They say you can only look as good as your lawyer.
Deeds, Easements and Title Work
If you need an easement or a deed, I’m your lead (pronounced “leed” so it rhymes).
Lease Agreements
I have had the fortune of working with commercial lease agreements for many years. A good lease agreement is essential to the long term success of any commercial landlord. These agreements should protect the landlord but also be drafted so both the landlord and the tenant understand the terms and their respective rights and responsibilities. Confusion leads to the dark side.
Contract Drafting and Review
I am adept, even nimble at drafting and reviewing contracts of all kinds.
Construction
It is important to understand the roles and relationships among the owners, general contractors, construction managers, architects, subcontractors, lower tier subcontractors, vendors, suppliers and other players involved in construction projects. Key terms in these agreements, such as defining the contract documents, lien waivers, change order requirements, notice requirements, changed conditions, pay when paid clauses, no damage for delay clauses and time extensions are critical. I have drafted, revised and reviewed construction contracts for both large and small projects, including AIA and AGC forms. Construction projects mean so much to me.
Confidentiality and Non-Disclosure Agreements
These agreements are very important for any business that will disclose trade secrets and confidential information to third parties, including where you may be considering bringing in a new partner or an investor, or looking to sell all or part of your business. These agreements provide a great deal of protection and even more importantly, provide a manner to enforce the agreement if it is breached. I love these agreements quite a bit.