Episode One: Corporate Divorce – Preventing and Managing the Break-Up of a Business Partnership
Episode 21 | Where There's A Will, There's A Way
Everything You Ever Wanted to Know About Buy-Sell Agreements: A Conversation With Expert and Author Paul Hood
Buy-Sell Agreements and Their Place in an Asset Protection Plan
Both corporate legal work and estate planning may play key roles, but different ones, in the long-term success of construction and real estate companies. Originally published in the Oregon Daily Journal of Commerce -...more
Family-owned businesses can face challenges around share ownership and potential sales. Proper planning, including documenting board membership, setting share transfer rules and establishing a framework for sales, can help...more
For many family-owned businesses, the future is built on relationships, trust, and shared history. But when it comes to succession planning, even the most tightly knit families often delay the conversation. As corporate...more
Many restaurant disputes boil down to one question: “Who gets to decide?” Is it the chef? The money partner? The majority owner? The answer should be in your governance structure — not in the middle of a heated argument....more
What is business succession planning, and why is this an important and essential component of forming any new entity or protecting an existing business interest? Business succession planning protects everything you’re...more
An operating agreement (for an LLC) or shareholders’ agreement (for a corporation) is where you and your partners decide how the relationship really works. Without it, New York’s default rules step in — and those rules...more
As the year comes to a close and businesses prepare to wrap up 2025, there’s one critical task that should not be overlooked — a comprehensive legal check-up. Just as we schedule annual physicals to safeguard our personal...more
Closely held businesses routinely use life insurance to fund buy-sell obligations when an owner dies. The logic is simple: the company or surviving owners need liquidity to effect redemptions or repurchases, and life...more
In the lifecycle of a closely held company—whether a limited liability company, a small corporation, or a joint-venture partnership—there are critical transitions that expose a business and its owners to considerable...more
More than two centuries before Hamilton became Broadway’s most successful musical, Alexander Hamilton and his nemesis, Aaron Burr (sir), chose to resolve their disputes by dueling at dawn in Weehawken, New Jersey. This...more
Corporate lawyers and estate planning lawyers both play key, but different, roles in the success of business clients. Corporate attorneys typically help businesses choose the proper legal structure, navigate the complexities...more
When a married couple enters into a divorce proceeding, they generally expect to end things in a final decree that fully divides all of their marital assets. But when they fully own or have a large interest in a closely held,...more
Spring is soon upon us. March Madness is at our doorstep. The Formula 1 season is underway. Baseball season will be in full swing shortly. And my allergies are already in bloom....more
Success is not just an elusive goal – it can also be difficult to maintain once achieved. For majority owners in private companies, achieving success is just the first hurdle, because once they arrive at this pinnacle, they...more
During Valentine’s Day month, we are taking a look at 50-50 owned private businesses. Forming a co-owned company may sound like a good idea on paper because the two partners are close friends or family members who are making...more
Business divorces take place in all types of private companies, including those owned and operated by family members. But families that are willing to engage in thoughtful planning can head off some of the internal conflicts...more
Many co-owners of closely held businesses will employ life insurance as a tool for funding the transfer of ownership in the business upon the death or retirement of an owner. In these cases, planning involves the use of...more
Following a challenging year for business owners, the time to decompress and celebrate with family and friends this holiday season provided a necessary respite. When business resumes, however, there are important action items...more
Most private businesses have bylaws, company agreements or partnership agreements that govern their operations, but these agreements are often silent, or not well thought out, regarding issues that may become critically...more
The “Great Resignation” as it has been called reflects the large number of employees leaving the traditional workforce, and many of those departing employees are leaving hourly or salaried positions to start their own new...more
For owners of closely-held businesses, there are few provisions meriting more attention in an owners’ agreement than the buy-sell agreement. Buy-sell agreements come in many different forms, and the best ones are designed to...more
Like fish need water in which to swim, private company owners need to secure capital on an almost continuous basis. Capital is necessary to develop the company’s products and services, to retain top talent and to market and...more
The private company marketplace has become increasingly attractive to investors as the number of opportunities for investment has vastly expanded. There are approximately 6 million companies in the US, but less than 1% are...more
Our previous posts have stressed the critical importance of buy-sell agreements for both majority owners and minority investors in private companies. For majority owners, securing a buy-sell agreement avoids the potential of...more
.Setting up a private company on a 50-50 owned basis is typically a bad idea, but many founders of new businesses continue to embrace this perilous ownership structure. We wrote last year about problems that plague 50-50...more