Business Law Attorneys for
General Counsel
General Counsel
Knowledge gained from collaboration with businesses at all stages allows Dalton & Tomich, PLC to fully understand the legal risks that companies face today. For companies without in house counsel, our experienced business attorneys provide strategic advice for internal legal matters. This includes routine business issues, corporate governance, substantive legal matters, litigation support on contract disputes, and employment matters. Where specialized insight is required, such as in intellectual property cases, we coordinate with trusted colleagues to provide high-quality results.
General legal counsel and advice for large and small businesses includes:
- 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 among its shareholders, careful strategy and negotiation are necessary to engineer a resolution that keeps the company operating and offers the shareholders an exit plan. Often a buyout, and sometimes dissolution, is necessary. The business attorneys of Dalton & Tomich, PLC are experienced in working with leaders of businesses from small enterprises to middle market businesses in attaining a mutually agreeable resolution to the parties’ discord.
Key factors to consider in business divorce include:
- Whether the company’s original documents provide guidance as to how the dispute should be handled.
- The initial investment of the shareholders and valuation of the company.
- Is there a non-compete or non-solicitation agreement at issue?
Documents and Contracts
The details matter when it comes to running a business. And so does the paperwork. And that’s one of the easiest things to overlook when you’re running 100 miles an hour to keep your business humming.
From your company’s formation to a business acquisition or sale and from vendor contracts to employment agreements, documents set the tone, the rules and the direction for your business. It is incredibly important that they are drafted thoughtfully and kept up to date to reflect changes in your needs.
Our business attorneys are committed to fully understanding what you need from your documents and crafting unique materials to best suit your goals and objectives. This includes Bylaws and Articles of Incorporation, Vendor Contracts, Buy Sell Agreements and Employment Documents.
Many businesses can benefit from a corporate document cleanup. It’s a deep dive internal audit to ensure everything is in order. We recommend one for any organization that has not updated its documents in the last three years.
Call us today to schedule a corporate cleanup or to ask any questions about your business’ documents and contracts.
1. Drafting Contract and Contract Disputes
Contracts of one kind or another are what make the business world go round. They bind organizations to one another in agreements that can have profound impacts on all parties well into the future. The language in those contracts is critically important.
Having an experienced business law attorney review a contract before it is signed can save a lot of conflict and discord, not to mention legal fees, later. Whether the contract is with a vendor, consultant or other service provider, a careful legal review is advised for several reasons. Not the least among these reasons are:
- Identifying any potential “land mines” in the contract
- Ensuring the binding nature is sound
- Securing a thorough understanding of how the contract can 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 your business and the goals you have for that contract. We take the time to achieve this understanding so we can make the best possible recommendation to help you meet your goals.
2. Buy Sell Agreements
The business attorneys of Dalton & Tomich, PLC are experts in crafting the many legal documents that successful businesses need to function efficiently and effectively. One of the most important of these documents is the 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 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
The details matter when it comes to running a business. And so does the paperwork.
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. Sometimes this is completed, while other times it slips through the cracks. Sometimes the documents are drafted, but never signed. And other times, they are drafted and adopted but the documents do not really serve the company’s purpose, fail to reflect its values, or just become outdated with the arrival or departure of new shareholders or members.
When these situations arise, we recommend taking another look at these originating documents, and conducting a comprehensive review to amend the documents so that they reflect how the company actually operates.
A comprehensive review of a company’s bylaws or operating agreement can reveal a number of vulnerabilities that are often easily addressed in a revision. These include unintended consequences in the event of 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 attorneys of Dalton & Tomich have collaborated with many companies to craft and revise initial governing documents that lay the framework for a successful future.
