Business Law

Today's businesses face competitive, regulatory and liability issues that, unaddressed, can expose the business to costly fines or litigation. The business decision to form an S Corporation, a C corporation, a limited liability company, a partnership, or even to not have any formal structure, can have serious legal implications down the road. A business attorney is essential in helping a client to understand the alternatives and make the best decision possible. 

Small business planning, business start-up and changes in structure or strategy all require the advice of a business lawyer who knows business. Common business formation questions revolve around: 

  • What form of business - corporation, partnership, LLC, or other is best for my business? 
  • Who is going to control the business?
  • Who are the investors and how are their interests configured?
  • What happens if an owner or key employee dies or is disabled?
  • What if a key partner dies?
  • How important are employee agreements?
  • What are the insurance implications of business disruption?
  • How do the owners/stockholders protect themselves from liability?
  • What are the mechanisms for raising funds? Are venture capitalists involved? What protections can be implemented for the founders?
  • What documents are needed? Draft debentures or notes? Stock agreements? Percentage of ownership agreements? Others?
  • In which state should the business be set up?

At LaFortune & LaFortune, these questions and a host of others can be addressed and resolved to protect client interests with a comprehensive set of business planning services and business consulting continuity planning that will let you do what you do best….run your business. 

There are a number of concerns and pitfalls that are unique to each business. Some are simple and straightforward; others more complex. They fall into three broad categories: business formation which includes business formation planning and implementation; business continuity and protection; and business divestment, sale or dissolution. 

Once the business is formed, organized and started, it becomes an ongoing concern that must be protected. As a business planning resource, LaFortune & LaFortune has the experience to advise business owners. Our litigation services will provide the additional help should there be a need for trial lawyer. 

Creating, managing and succeeding in business is replete with uncertainty due to economic and other forces often beyond our control. However, it is possible to to anticipate contingencies and to provide a strong measure of protection for business investment.

Business Startup Services

Starting a business requires thorough planning. Our firm assists business owners in the formation of legally sound business entities and helps entrepreneurs devise business strategies that help them achieve their goals. We advise on the business startup and formation process as well as issues related to selection of entity type and jurisdiction, including:

  • Subchapter C-corporation formation
  • Subchapter S-corporation formation
  • Limited liability company (LLC) formation
  • Partnership formation (including LLP)
  • Stock purchases
  • Asset purchases
  • Joint ventures

We also advise on and draft shareholder agreements, membership agreements or partnership agreements as part of the entity formation process.

Buying and Selling Businesses

Purchase or sale of a business is a complicated process for which experienced legal counsel is essential.  When representing clients in such transactions, our attorneys start the process by learning as much as possible about the buyers’ objectives in the transaction in order to advise him on a comprehensive set of issues ranging from business matters and financial risks to legal hurdles.  Our goal is to identify possible challenges and put safeguards in place to prevent issues that may arise in the future, from negotiations and the due diligence phase to the final closing.

There are two primary methods of transferring ownership of a business, either by sale of the businesses’ assets or by the transfer of ownership of the entity itself:

Asset Purchase Agreements (APA)

This is a form of a business sale where instead of purchasing the stock of the company, the buyer purchases specific assets of the company and assumes specific liabilities.  There are a number of issues that can arise in such transactions such as inventory, accounts receivable and payable, condition of assets, and lease of premises that must be addressed in the agreement. 

Share Sale Agreements

In a share sale of a business, the purchaser is buying the shares from the shareholders of the company.   Purchasers generally prefer not to buy shares in order to minimize both tax and legal liability issues.

Non-competition provisions

Purchasers will often require a provision in the Agreement which prohibits the sellers from competing with the business after the sale.   The duration and geographic limitation of such provisions are negotiated by the parties.  Courts will require such provisions to be reasonable so to not impinge on commerce and trade.

In addition to negotiating, drafting and reviewing business sale offer letters and agreements, we advise and assist business owners and investors with a wide range of issues including:

  • Advising on practical business and financing issues related to the transaction
  • Assisting with the selection of the right business entity, such as partnership, Limited Liability Company, S-Corporation or C-Corporation to secure the most desirable tax benefits and liability protection
  • Advising on employment matters attendant to business transactions including contingency on the continued employment of employees and relocation issues
  • Advising on discovering and managing liens and other corporate liability issues
  • Negotiating terms and structure of earn-outs as part of compensation for sellers
  • Advising on the laws of local jurisdictions affecting the business as well as any applicable licenses and permits required for legal operation of the business

Other important matters to consider include assignment of the business trade name, transfer of customer lists, training of new owners and staff, and introduction of new owners to important business contacts. 

Given the complexity and scale of the issues involved in the sale of a business, it’s critical for both purchasers and sellers to retain an attorney with knowledge and expertise in such matters to guide them through the process and safeguard their interests.

Preparation and Review of Business Contracts

In consultation with business owners, we review, draft and negotiate contracts related to various business activities, including:

  • Buy-sell agreements
  • Service contracts
  • Releases and waivers
  • Property agreements
  • Shareholder agreements
  • Operating agreements
  • Lease agreements

© 2023 LaFortune and LaFortune | Disclaimers
575 Turnpike Street, Unit 10, Chestnut Green at the Andovers, Andover, MA 01845
| Phone: (978) 475-6177

Litigation & Trial Work | Business Law | Family Law | Estate Planning | Personal Injury | | Attorney Profiles | Results & Testimonials


© LaFortune & LaFortune | Disclaimer