Ohio Business & Succession Planning

Corporate Services • Business Entity Formation • Business Succession • Mergers & Acquisitions

Contract Drafting • Attendance at Board Meetings • Outside General Counsel Services

Our capabilities extend to advising clients on the structure and management of their business, preparing shareholder's agreements and buy-sell agreements, and assisting with employment, employee benefit and general corporate issues.

 

Corporate Services

Business owners are generally too busy with day-to-day challenges or running their business to properly maintain the legal technicalities of their business entity. Yet if they fail to take necessary action they face a multitude of risks, from losing legal and tax protection to economic loss. To assist businesses in minimizing this risk, we offer the following services:

 

  • Review of governing documents to ensure they are current, properly coordinated and comply with state law;
  • Prepare notices and minutes of required meetings;
  • Assist with re-titling and transfer of assets into the entity;
  • Regularly update governing documents to incorporate new business strategies, changes in family and financial circumstances and improved legal language;
  • Annually review corporate documents; and
  • Assist with titling of newly acquired business assets.

Business Entity Formation

When you start a new business, one of the most critical choices you will make is the type of entity to be formed. Most people do not know where to begin in their choice of entity due to a vast array of options available including corporations (both Sub-S and Sub-C), Limited Liability Companies, Partnerships, Limited Partnerships, Limited Liability Partnerships, and Limited Liability Limited Partnerships. The consequences of selecting the wrong entity can be financially devastating and result in the loss of liability protection for the owners or surprise tax assessments by state and federal authorities. We can assist you in making the best decision when selecting your entity.

Business Succession Planning

Business succession planning can be a daunting task under the best of circumstances, and history is littered with examples of owners who failed to step up to the challenge in a wise and timely fashion – often with disastrous consequences.

Fewer than one third of family businesses survive the transition from first to second generation ownership. Of those that do, close to 50 percent don't survive the transition from second to third generation ownership.

But it doesn't have to be that way. A successful business plan includes provisions for continuity. Business owners need to be aware of the consequences of failing to properly plan for the transition of the ownership from the senior generation to either third-parties or to junior generations. Business succession includes employing strategies now to maximize the value of your own business when you are ready to leave it. We systematically integrate techniques such as confidentiality agreements, employee incentive plans, deferred compensation plans, stock options, phantom stock options, and buy-sell agreements designed to protect your business and allow you to leave it in style.

Contract Drafting and Review

Contracts are legally binding agreements to protect the interests of both parties involved. One of the most cost effective and efficient things you can do to ensure your rights are protected and the contract is fair and legal is to have an attorney draft it for you or review a proposed contract before signing it. Issues such as liability, choice of law, definition of breach, severability and succession must be addressed, and these can vary depending upon your particular situation. We can help protect your interests by drafting and reviewing asset purchase contracts, buy-sell agreements, licensing agreements, employment contracts, partnership agreements and general business contracts.

 

Mergers and Acquisitions

Whether you are considering selling your business, acquiring a competitor, or purchasing an ongoing business in order to go into business for yourself, there are difficult decisions to make during a business merger or acquisition. You may not be sure if you want to purchase/sell the stock or only purchase/sell the assets. Failure to provide for the proper legal protections and failure to understand the tax consequences of your choices can be financially overwhelming. We can assist you during this important process and provide you the confidence to close the deal.

Outside General Counsel Services

Many times, businesses and organizations cannot afford "in-house" legal counsel but will be remiss without legal counsel and representation of some kind. We can research and prepare documents and contracts on a variety of business issues while providing sound counsel on demand.

Attendance at Board Meetings

To ensure a board of directors is working in the best interest of the business or organization, one of our attorneys can attend meetings and provide legal representation.