Closely Held Businesses

Morse, Barnes-Brown & Pendleton represents start-ups, closely held businesses and their principals operating in a wide range of industries. Our attorneys regularly provide the following services:

• Counsel principals on choice of entity, including limited liability companies, S corporations and C corporations
  Prepare corporate formation documents
• Advise and draft terms of entity operating documents (including limited liability company operating agreements and corporate stockholders agreements) addressing critical business issues including:
  • Amounts and timing of capital contributions
    Rights or obligations to participate in subsequent equity infusions and loans
  • Capital structure, economic terms, and if applicable, allocations of profit and loss
  • Transfers rights and restrictions
  • Governance, including board composition and owner approval rights
  • Buy-sell rights and obligations, including buy-outs events, consideration to be paid, and funding and timing of payments
  • Rights to cause and participate in the sale of the business
• Advise and assist with labor and employment matters including structuring compensation agreements, such as equity compensation, option and deferred compensation arrangements
• Advise and assist in protecting intellectual property rights including patents, trademarks, copyrights and other proprietary assets
• Represent and negotiate with third parties, including lenders, landlords, customers, suppliers and joint ventures
• Advise and assist with debt and equity financings
• Advise and assist on exit planning and strategies including
• M&A and succession planning.

To discuss your specific needs, please contact Robert Finkel or Don Parker.