Browsing All Posts filed under »Contracts«


December 31, 2012


My main goal in writing this series was to bridge the gap between the expectations of the business owner and the abilities of the lawyer. A gulf exists between the two, and hopefully these articles help to fill the gap. I have tried to provide a little education, which I believe is necessary to have […]

New Perspective on Corporate Documents

October 25, 2012


“We believe it’s absolutely essential for family members to develop the initial draft of a shareholder agreement, thoughtfully considering the questions set forth below. Attorneys may be very helpful in the process, but too often they have set ideas about what makes a good shareholder agreement. They approach the task of preparing one with a […]

Minority Rights: Tag Alongs, Drag Alongs, Preemptive Rights, and Other Minority Protection Provisions

October 18, 2012


As alluded to in last week’s article, controlling governance is a major purpose of shareholder agreements. Curtailing the powers of the majority is a driving force in several governance decisions. Beyond just the board power, other rights are often used. Personally, I believe every deal is unique. Consequently, assertions that anything is standard, market, or […]

The Purpose of Shareholder Agreement: Corporate Governance

October 11, 2012


Corporate governance,(1) at its most basic level, is how a corporation operates. Specifically, who makes what decisions, and usually more importantly, who controls who gets to make those decisions. Almost every corporation has their owners (shareholders, members, partners, etc.) elect a committee (board, management committee, executive committee, etc.), which in turn elects and manages the […]

Controlling Ownership

October 4, 2012

0 For all corporations, the characteristics of ownership are key. However, it’s more than just the investment dollars that are crucial for a company’s success; the characteristics of an owner are often more important than the money. For an entrepreneurial, high growth company, having investors who are willing to support them when times are tough […]

Why Operating Agreements Are So Long

September 25, 2012


A debate exists amongst parents whether going from no kids to one kid, one kid to two kids, or two kids to three or more kids is most difficult.1 In a business entity, there is no debate; the most challenging transition is going from one owner to two. Throughout our choice of entity discussion, one […]

Hiring A Lawyer For Your Growing Business

August 1, 2012


As your company grows, the role of the lawyer usually increases. As one astute attorney put it, you now have something to lose. Of course, sometimes the frustration with lawyers increases as well. As with a lot of professions, finding the right lawyer and meeting expectations on both sides is a real challenge. So how […]