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Business Transactional Services

Businesses face persistent legal needs. We can assist with the multiple issues that confront a business—employment agreements, buy-sell agreements (and other ownership agreements, such as shareholders’ agreements and operating agreements), noncompetition or nondisclosure agreements, and general contract drafting and review, among other services.

Here are some descriptions and a few representative matters in which we have helped our clients with their agreements and transactions:

International Buy-Sell Agreement: Our client, composed of a number of international corporations and limited partnerships, needed help resolving partner issues, including distribution of partner shares or assets in a multitude of scenarios, including divorce, disability, death, malfeasance, and termination of employment, and help dealing with partner retirement transition outcomes. We were able to weave together the various interests of the partners amongst the different corporate entities to produce a clean, understandable, and comprehensive buy-sell agreement.

Business Protection & Risk Reduction: After loaning a substantial sum of money to his partner, a client provided me with an opportunity to do some constructive creative thinking. This took the form of creating a joint venture vehicle (via an LLC) with governing agreements, including protective provisions to enable the conversion of my client’s equity interest in the JV into “mezzanine” debt secured by his partner’s equity interests in several unrelated LLCs in the event of default. Eventually, his partner defaulted and declared bankruptcy. In this case, my client was able to use the protective instruments we had crafted to foreclose on the partner's wholly owned LLC and collect the debt.

Employment Agreement / Non-Competition Agreements: A client approached me shortly after signing a proxy to allow a director to approve a sale of a corporation in which she was a minority owner. The sale agreement, however, placed onerous and unfair noncompetition restrictions on her. We immediately revoked the proxy and were able to obtain better terms before approving the sale.

If you have questions about our business transactions services, please contact Dan at dan (at) nealandwright (dot) com.