Business Transactions

A mismanaged business transaction can have devastating effects on every aspect of your company.  From tarnishing your public image to damaging your professional relationships to hurting your bottom line, issues like breach of contract, disagreements over profit distribution, or partnership disputes can quickly escalate into costly, disruptive, and time-consuming litigation.  Employers and business owners must take careful steps at the outset of any business transaction in order to minimize the risk of exposure to these legal and financial problems.

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The knowledgeable business attorneys of Bellatrix PC have years of experience assisting limited liability companies, corporations, and partnerships with a wide range of business transactions.  We pride ourselves on balancing aggressive and tenacious client advocacy with nuanced and strategic planning, and have obtained favorable outcomes for numerous clients during our many years practicing business and employment law.  Matters our business transaction attorneys handle include but are not limited to the following:

    • Breach of Contract and Breach of Fiduciary Duty
    • Commercial Debt Collection
    • Commercial Leasing (Real Estate and Equipment Leasing)
    • Construction and Real Estate Transactions
    • Contract Negotiation
    • Corporate Bylaws (S-Corporations and C-Corporations)
    • Due Diligence
    • Distributor and Supply Agreements
  • Mergers and Acquisitions
    • Non-Disclosure Agreements
    • Operating Agreements (LLCs)
  • Partnership Agreements (GPs, LPs, LLPs)
  • Partnership Disputes
  • Purchase Agreements
  • Sale of Business
  • Trademarks and Intellectual Property

Whether you’re still thinking about starting a business, are looking for cost-effective ways to grow your company, or are preparing the company for a sale of business or business dissolution, the attorneys of Bellatrix PC are here to help guide you through the process.  To learn more about how we can help your company reach its goals, call our law offices at (800) 449-8992 today.

Breach of Contract and Commercial Litigation

A significant portion of business disputes occur because one party alleges a breach of contract.  While breach of contract is occasionally intentional (known as anticipatory breach of contract), in most cases disputes are caused by one of the following issues:

  • Attempts to include clauses and terms which are unfair or even unenforceable.  In some cases, the contract itself is inherently unenforceable.  For example, non-compete agreements are typically unenforceable in California, with several exceptions.
  • Confusion caused by use of contradictory language.  In cases where transactions involve multiple cities, counties, or states whose laws contradict one another, questions of jurisdiction must be settled as early in the process as possible.
  • Failure of the contract to account for new or updated laws, such as RULLCA as it pertains to LLC operating agreements.
  • Use of unclear, ambiguous, or jargonistic wording.
  • Use of a generic template contract which does not account for one or more factors of the transaction.

By utilizing contracts which are clear, enforceable, and tailored to the circumstances of the transaction, you dramatically reduce your risk of being sued for breach of contract or inviting other problems.  The business lawyers of Bellatrix PC are prepared to draft contracts and file legal documents ranging from partnership agreements to stock options to mechanic’s liens.  We are aggressive negotiators focused on identifying and avoiding contractual issues before they arise.

Sale of Business, Formation, and Entity Selection

The steps you take during the entity selection and business formation process will set the stage for success or failure for the rest of the entity’s life cycle.  Our attorneys will assess every aspect of your business plan to help you make an informed decision about which legal structure will give you the right tools for making your vision a reality.  We will handle all of the paperwork and filing requirements necessary for incorporation and registration, so that you can feel confident you are starting your new business out on the right foot.

At the other end of the spectrum, it is equally important that your sale of business or business dissolution is handled with care and attention to detail.  Our legal team will advise you of the benefits and disadvantages associated with asset sales versus entity sales, help you assess the potential outcomes of selling versus dissolving the business, and keep you informed with regard to your rights and responsibilities before, during and after the change in ownership.

Operating Agreements, Partnership Agreements, and Corporate Bylaws

Even in situations where written contracts are optional, as is the case with partnership agreements, all entrepreneurs are strongly advised to prepare written documents explicitly addressing the goals, needs, rights, and responsibilities of the entity and its individual owners, members, partners, managers, and so forth.  The ability to refer to written documentation will serve as your best defense against future claims ranging from wrongful termination to workplace discrimination to acts of corporate fraud.

Operating agreements, partnership agreements, and corporate bylaws provide the legal and financial framework for limited liability companies (LLCs), partnerships (GPs, LPs, LLPs), and corporations (S-Corporations and C-Corporations), respectively.  These documents will serve as your entity’s blueprint, and should, where applicable, set forth guidelines with respect to matters such as:

  • Capital contributions
  • Conflicts of interest
  • Death and disability
  • Distribution of profits and losses
  • Employment and workplace policies
  • Insurance coverage
  • Personal liability for debts and restitution
  • Procedures for amendment or modification of agreements and contracts
  • Structure of ownership, membership, management, the Board of Directors, etc.
  • Tax liability and IRS profit and loss reporting requirements
  • Voting rights and powers

No matter which stage of its life cycle your business has reached, the employment attorneys of Bellatrix PC are ready to help you bring your company to the next stage of its development.  To arrange for a private consultation, call our law offices today at (800) 449-8992.  Our law offices are located in St. Louis, San Diego, and Riverside, California.

 

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