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
Family-owned businesses often begin with a simple idea, a handshake, and years of hard work. But as your business grows, so do your legal risks. Choosing the proper structure and updating it as you evolve is crucial to...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
Welcome to our 18th annual edition of the Top 10 business divorce cases featured on this blog over the past year. This year’s selections include a split decision by the New York Court of Appeals in a fascinating case...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
As attorneys, we are trained to anticipate risk and protect our clients from uncertainty. Yet many of us fail to apply that same diligence to our own practices. Succession planning is not just a professional courtesy—it’s a...more
Founding a business with a partner is similar to getting married in many ways; it is a long-term commitment with your financial future and livelihood at stake. Unfortunately, business partners often stop getting along at...more
This post features Part 2 of a recent two-part program to be later aired on New York City public access cable in which I was interviewed by Sandra Schulte on an array of topics in the business divorce universe. Sandra has...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
Across all industries, family offices and their owners and management teams face rapidly evolving challenges, opportunities, and risks in the dynamic environment that is 2025. Here are six issues that family offices should...more
Across all industries, private companies, family offices, and their owners and management teams face rapidly evolving challenges, opportunities, and risks in the dynamic environment that is 2025. Here are 11 issues that...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
With apologies to the pseudonymous children’s book author Watty Piper, this is the story of a humble buy-sell provision in a family-owned LLC’s operating agreement that temporarily ran out of steam in the lower court, only to...more
The best way to be sure that your thoughtful estate planning will work as anticipated when the time comes is to walk through it with your planning attorney, from the viewpoint of a person beginning the task of administrating...more
Recently, the U.S. Supreme Court ruled unanimously in Connelly v. United States, that the valuation of a decedent’s shares in a closely held corporation for federal estate tax purposes must include insurance proceeds received...more
The era of the old-fashioned general partnership long ago petered out, largely displaced by subchapter S corporations and, in the last few decades, limited liability companies, both of which allow pass-through taxation...more
On June 6, 2024, the Supreme Court held 9-to-0 in Connelly v. United States that company-owned life insurance increases the company’s fair market value for estate tax purposes, and the company’s obligation to redeem a...more
Thoughtful succession planning can pave the way for a smooth transition and a thriving future for a company and its stakeholders. Here are a few techniques that business owners should consider....more
On April 18, join Winstead attorneys Trip Dyer, Ben Gehlbach, Daniel Bell-Garcia, Jacob Loehr, Matt Dzura, and Cole Gearhart, along with Whitley Penn Partner Shea Krachek, for our Real Estate Startup half-day virtual seminar....more
When business owners have partners and consider their succession planning, the topic of a buy-sell agreement comes up. This post discusses the possible use of an “insurance-only LLC” as part of a buy-sell....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
David F. Johnson co-presented “Minority Investor Rights in Private Companies: Buy-Sell Agreements, Court-Ordered Buyouts, Breach of Fiduciary Duty” for a nationwide audience for Stafford Webinars on January 20, 2021. David...more