Business Law Attorneys for
General Counsel
Practical and actionable advice rooted in a deep understanding of your business.
General Counsel
Through our experience collaborating with businesses at every stage of growth, Dalton & Tomich, PLC has gained the knowledge to understand the complex legal risks that companies face today. Our experienced business law attorneys provide strategic legal advice for companies without in-house counsel. Our services include guidance on routine business issues, corporate governance, substantive legal matters, litigation support on contract disputes, and employment matters. When specialized insight is required, such as in intellectual property cases, we coordinate with trusted colleagues to provide high-quality results.
Our general legal counsel and advice for large and small businesses include:
- Contract Drafting
- Commercial Leasing
- Corporate Governance
- Employment Matters
- Funding Agreements
- Executive Compensation
- Litigation and Arbitration
- Real Estate Purchases
Business Divorce
When a closely held company encounters a deadlock or dispute among its shareholders, careful strategy and skilled negotiation are essential to reaching a resolution that allows the company to continue operating while providing shareholders with a clear exit plan. In many business divorce matters, a buyout, or in some cases dissolution, may be necessary. The business attorneys of Dalton & Tomich, PLC are experienced in working with leaders of small enterprises to middle-market businesses to attain a mutually agreeable resolution to the parties’ discord.
Key factors to consider in a business divorce include:
- Whether the company’s original documents provide guidance on how the dispute should be handled.
- The shareholders’ initial investments and the valuation of the company.
- Whether a non-compete or non-solicitation agreement is at issue.
Documents and Contracts
The details matter when running a business, and so does the paperwork. Yet, when you are focused on managing daily operations and growing your business, one of the easiest things to overlook is essential business documents.
From your company’s formation to business acquisition or sale, and from vendor contracts to employment agreements, well-drafted documents set the tone, the rules, and the direction of your business. It’s important that these documents are prepared thoughtfully and kept up to date to reflect changes in your operation, needs, and business objectives.
Our business attorneys at Dalton & Tomich, PLC are committed to taking the time to fully understand what you need from your contracts and documents by crafting unique materials designed to support your goals, including Bylaws, Articles of Incorporation, Vendor Contracts, Buy-Sell Agreements, and Employment Documents.
Many companies can also benefit from a corporate document cleanup. This comprehensive internal review helps identify outdated, missing, or inconsistent documents and ensures that your company’s records are properly organized. We recommend one for any organization that has not updated its documents in the last three years.
Contact us today to schedule a corporate document cleanup or to ask any questions about your business documents and contracts with an experienced attorney!
1. Drafting Contracts and Contract Disputes
Contracts are essential to the way the business world operates. They establish binding obligations between parties and can significantly affect an organization’s operations, finances, and future. For that reason, clear and carefully drafted contract language is critical.
Having an experienced business law attorney review a contract before it is signed can help prevent conflict, discord, and avoidable legal fees. A careful legal review is important for several reasons, whether the contract is with a vendor, consultant, or other service provider. Not the least among these reasons are:
- Identifying any potential “landmines” in the contract
- Ensuring the binding nature is sound
- Establishing a clear understanding of how and under what circumstances the contract may be terminated, if needed
Clients often come to our business attorneys with problems that could have been avoided and situations in which risk could have been managed had the contract been reviewed at the outset. When Dalton & Tomich, PLC reviews a contract, our first step is to gain a thorough understanding of your business and the goals you have for that contract. We take the time to achieve this understanding to make the best possible recommendation to help you meet your goals.
2. Buy-Sell Agreements
The experienced business attorneys at Dalton & Tomich, PLC are experts in crafting the legal documents that successful businesses need to function efficiently and effectively. Among the most important of these documents is a well-crafted buy-sell agreement.
Also known as a Shareholder Agreement, a Buy-Sell Agreement is a key document among shareholders or members of an LLC. These Agreements serve many functions, including:
- Describing the rights and obligations of shareholders and future investors
- Describing the privileges and protections of shareholders
- Setting forth voting agreements
- Establishing dissolution provisions and rights
- Managing deadlock among shareholders of closely held companies
- Dictating how a business’ assets are assigned in the event of death, disability or divorce of a shareholder
- Providing a mechanism for buyout of shares
3. Governing Documents, Bylaws, and Operating Agreements
Carefully prepared paperwork is essential to the success of any business.
We advise all new companies and corporations to carefully think about, draft, and adopt initial documents such as bylaws or an operating agreement to govern the company. However, these documents are sometimes overlooked, drafted but never signed, or adopted without fully reflecting the company’s purpose and values. Even well-drafted documents can become outdated as shareholders, members, officers, or business circumstances change.
When this occurs, we recommend a comprehensive review, which can help ensure that the company’s governing documents accurately reflect its current operations, ownership structure, and objectives.
Reviewing and updating a company’s bylaws or operating agreements can uncover numerous vulnerabilities that are often easily addressed in a revision. These include unintended consequences in the event of the death or disability of a key shareholder or officer and unreasonable quorum or voting requirements in the event the company is seeking to make changes within.
The business attorneys at Dalton & Tomich, PLC have collaborated with many companies to draft, review, and revise initial governing documents that lay the framework for effective operations and long-term success.
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