Shareholder/Member Agreements
What is it?
Every business with more than one owner will eventually face the same fundamental questions: who owns what, who decides what, and what happens when someone wants out. These questions are manageable when they’re addressed in a well-drafted agreement at the outset. They become significantly more complicated and more expensive when they have to be resolved in the middle of a dispute.
Shareholder and member agreements are the governing documents that answer these questions before they become conflicts. Without them, owners are left to rely on default legal rules that may bear no resemblance to what they actually intended when they went into business together.
How we can help:
We draft shareholder and member agreements that address ownership rights, decision-making authority, and exit scenarios with the specificity these documents require. That means going beyond the boilerplate to address the actual dynamics of your ownership group and the realistic scenarios your business might face down the road.
When ownership disputes arise despite a well-drafted agreement, we help clients enforce their rights and resolve conflicts efficiently, drawing on our litigation experience to understand how these provisions are likely to play out if the relationship ends up in court.
Partnership Agreements
What is it?
A handshake agreement is not a partnership agreement. Without clear terms in writing, business partnerships can unravel quickly when circumstances change. What felt like a shared understanding at the beginning of a relationship has a way of looking very different to each partner when money is on the line, when one person feels they are contributing more than the other, or when the business succeeds beyond what anyone expected and the question of how to divide that success becomes complicated.
The absence of a written partnership agreement doesn’t mean there are no rules. It means the rules are supplied by statute, and those rules are unlikely to reflect what the partners actually intended.
How we can help:
We draft partnership agreements that define roles, responsibilities, profit sharing, and exit provisions with the clarity that protects all partners and keeps the business running smoothly through whatever comes next. A good partnership agreement anticipates the hard questions and answers them while the relationship is still working, not after it has broken down.
We also help partners who find themselves in disputes navigate their rights and options, drawing on our experience in business litigation to advise on the strongest path forward.
Equity Incentives
What is it?
Attracting and retaining top talent often means offering a stake in the business. Profit interests, stock options, and phantom equity are powerful tools when structured correctly, but they can create significant legal and tax complexity if they are not. An equity incentive plan that isn’t properly designed can fail to deliver the retention benefits it was meant to create, generate unexpected tax consequences for the recipients, or create ownership and governance issues the business wasn’t prepared to manage.
The right equity incentive structure depends on the type of entity, the goals of the business, the profile of the recipients, and the timeline for a potential exit or liquidity event. There is no one-size-fits-all answer.
How we can help:
We help businesses design and document equity incentive plans that reward the right people, align interests with the long-term goals of the company, and hold up under scrutiny from investors, acquirers, and the IRS. Whether you are offering profits interests in an LLC, stock options in a corporation, or a phantom equity arrangement that mimics ownership without transferring it, we make sure the structure and the documentation reflect your actual intentions.
We also help recipients of equity incentives understand what they are being offered, what the terms mean, and what questions to ask before they accept.
Capital Raises
What is it?
Raising capital through private placements, SAFE notes, or convertible debt is a significant legal undertaking. The documentation has to be right, the process has to be compliant, and the structure has to reflect the actual terms the parties have agreed to. Securities laws impose real obligations on businesses raising capital from outside investors, and the consequences of getting it wrong can extend well beyond the immediate transaction.
Beyond the regulatory requirements, the terms of a capital raise shape the relationship between the business and its investors for years to come. Valuation caps, conversion mechanics, pro rata rights, and information covenants all have long-term implications that deserve careful attention before the documents are signed.
How we can help:
We guide clients through the legal side of capital raises from the earliest stages of structuring through closing, making sure the documentation reflects the deal that was negotiated and the disclosures satisfy applicable legal requirements.
We work with founders and business owners to understand their goals and structure raises that advance those goals without creating obligations or dilution they didn’t anticipate.
We also represent investors conducting diligence and negotiating the terms of their participation, bringing the same attention to detail to both sides of the transaction.
Buy-Sell Agreements & Exit Planning
What is it?
What happens to your business if a partner dies, becomes disabled, or wants to sell? Without a buy-sell agreement, the answer is often chaos. A deceased owner’s interest may pass to their heirs, who have no interest in running the business. A disabled partner may be unable to contribute but still entitled to their share of profits. A partner who wants out may have no clear mechanism for doing so, leaving the business and the remaining owners in an impossible position.
These scenarios are not hypothetical. They happen to businesses of every size and type, and the ones that navigate them successfully almost always have clear agreements in place before the crisis arrives.
How we can help:
We draft buy-sell agreements and exit planning documents that address these scenarios with the specificity and clarity they require. That means working through the triggering events, the valuation methodology, the funding mechanism, and the timeline in enough detail that the agreement actually functions when it needs to rather than creating a new set of disputes about what it means.
Exit planning goes beyond the buy-sell agreement itself. We help business owners think through the broader legal and structural considerations that affect how and when they can exit, so that when the time comes, the path forward is clear.