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Category Archives: Disagreement

Key Issues in Partnership Formation

November 4, 2016

Partnerships are complex. Anytime we are involved in the formation of a company with multiple owners, we typically refer to it as a “partnership.” Now, the legal term partnership is different than the concept of partnership for economic purposes. An economic partnership can take many forms. It might be a partnership agreement, it might be an LLC agreement, or it might be a corporation. The form legally is tailored to a situation, and that’s something you can work on with your legal advisor.… Read the rest

Protecting the Client When Selling Their Business Or Do I Really Need to Hire a Lawyer?

October 26, 2016

I recently read a blog article suggesting that person selling their business SHOULD NOT involve a lawyer in the process. I replied to the original blog, and since then the original blog was updated.  Here is the updated version:

Planning Your Liquidity Event: Four Groups to Consult with Prior to Selling Your Business

I found this advice shocking!  As a lawyer I take the contrarian view to the article.

While you typically don’t want a lawyer leading the sale of your business, you do want a lawyer keeping an eye on things. … Read the rest

Bridging the Generation Gap in the Workplace: Some Tips and Ideas

October 21, 2016

Today’s workplace, consist of Millennial, Generation X, Baby Boomers and even some folks from older generations. Each of these groups brings unique sets of attitudes, values and work styles to an organization.

While each person is unique, social scientists have identified some characteristics common among different groups born about the same time:

Pre-Baby Boomers have a lot of knowledge that can be tapped into, if one would take the time to listen.  Many of this group are on their second or third career and have a vast amount of life experiences to appreciate. … Read the rest

Resolving Business Partnership Disputes, à la UFC

October 4, 2016

This author is not a big fan of fighting sports, but the news of the sale of the Ultimate Fighting Championship (“UFC”) in early July was hard to miss.  Nay, it wasn’t the eye-popping price tag ($4 billion) attached to the sale of the company to a group led by talent agency WME-IMG, which the media says is the largest deal in the history of professional sports,[1] but the way the former majority owners, Lorenzo and Frank Fertitta, agreed to settle disputes.… Read the rest

When a Business Partnership Turns Out To Be a Bait-and-Switch (Part I)

September 15, 2016

Here at The R. Shawn McBride Law Firm, PLLC, we write frequently about partnership, LLC, and multi-owner entities.  In most, if not all, cases or situations we discuss, business partners start out on friendly terms, in a spirit of collaboration and genuine partnership, only to see their relationship deteriorate over time due to disagreements over management, ownership, or other matters.  But what if there is no intent to be business partners in the first place?  AerReach Aero Space Solutions, LLC v.Read the rest

When Things Fall Apart: Business Partnership, Disagreement, and Dissolution (Part IV)

September 8, 2016

In Mizrahi v. Cohen,[1] a dentist and an optometrist formed a limited liability company for the purpose of the construction and operation of a mixed-use building in which they intended to set up their respective offices.  The two did not have an LLC agreement at the time they formed the LLC; it was executed a few months later when they purchased the land.  The lender required an LLC agreement and the attorney who represented both members at the closing drafted an LLC agreement. … Read the rest

When Things Fall Apart: Business Partnership, Disagreement, and Dissolution (Part III)

September 6, 2016

In Saunders v. Firtel, as in Cline v. Grelock, the two business partners were close friends.[1]  Firtel was the sole owner of a pharmaceutical sales corporation called Adco and Saunders was a sales representative for a medical supply company.  In 1986, the two decided to enter into a formal business relationship by allowing Saunders to obtain a 49% shareholder interest in Adco and to become an employee of the company.  Their written agreement provided that both would devote their time and efforts to the business and receive an equal combination of compensation and fringe benefits but also allowed Firtel to spend considerable time away and apart from the business. … Read the rest

When Things Fall Apart: Business Partnership, Disagreement, and Dissolution (Part II)

August 30, 2016

In Cline v. Grelock,[1] the business partners were two lifetime friends who started a towing business called American Asset Recovery, LLC (“AAR”) d/b/a Hound Dog Recovery.  To get the business rolling, Grelock and Cline personally guaranteed a bank loan for AAR to purchase a motor vehicle for the business.  Unfortunately, the business was not very successful—it had substantial debts and did not operate at a profit.  The relationship between the two co-owners also deteriorated to the point where continuing the business was not practicable. … Read the rest

All postings are intended to be planning tools to familiarize readers with some of the high-level issues discussed therein. No posting is intended to be a comprehensive discussion and additional details should be discussed with your transaction planners including attorneys, accountants, consultants, bankers and other business planners who can provide advice for your circumstances. This article should not be treated as legal advice to any person or entity.