Forming & Maintaining Your Business
When starting a business, clients often have many questions. We advise clients regarding their choice of entity, such as limited liability companies (“LLCs”) or corporations. We also advise those who choose corporations regarding tax aspects of their choice, including “S-Elections” under the Internal Revenue Code. Whatever form of entity, we advise regarding such matters as management and ownership, with the hope of avoiding future conflicts within the company. We advise regarding transfer of ownership to new members or stockholders, as well as the departure of key persons. We can advise you how to maintain your entity properly. We prepare documents as (a) articles of organization or articles of incorporation, (b) operating agreements or bylaws, (c) buy-sell agreements, (d) voting trusts, as well as (e) minutes, resolutions or unanimous consents.
Buying or Selling a Business
Buying a business entails risks regarding the business or assets being purchased. Selling a business entails the risk of non-payment, as well as liabilities left with the seller. We assist clients in the negotiation of such transactions and drafting of the documents associated with these transactions, including both agreements to sell, agreements of sale, asset purchase agreements (“APAs”), stock purchase agreements, “bear-hug letters,” non-disclosure agreements (“NDAs”), employment agreements, indemnification agreements, promissory notes, security agreements, and escrow agreements.
Ending a Business Relationship or Business
Sometimes disagreements arise in business relationships. Because the Derbes Law Firm does both transactional work as well as litigation, we are often able to negotiate an amicable conclusion to business relationships. However, when litigation is required or advisable, we represent clients in Louisiana State, Federal and Bankruptcy Court. If the business itself must be liquidated, we assist our clients with state court liquidations, and when necessary, bankruptcy.