At Aeton Law Partners, we work with many start-ups and new companies at various stages in their development, including providing guidance from the initial concepts and planning stage. We counsel our clients to engage legal counsel early to avoid costly mistakes on matters such as business structures and governance. In the early stages of a new company or partnership, we will provide our clients with a checklist of items to cover. Our checklist was developed from years of experience resolving business disputes.
One of the biggest advantages in selecting Aeton is our experience with business litigation. We see what goes wrong in partnerships and many times the issues can be avoided with strategic planning at the outset. We featured many of these checklist items with real life business litigation cases in our book “Bullet Proof Your Business.” In these instances, we were brought in after the problems started. Hindsight is 20/20 but sometimes you can get in front of a problem with smart planning.
Strategically located with offices in New Haven, Middletown, and West Hartford, Aeton’s Connecticut business formation lawyers offer strategic start-up advice that enables our clients to succeed in their early commercial ventures. Oftentimes, good long-term planning at this initial phase can make a large difference for business once it develops and begins to grow.
From forming the business structure to putting together company policies, bylaws, and employment agreements, our Connecticut attorneys are available to assist companies with all of their business formation needs. Because of our experience, we counsel our business clients on matters we have become familiar with and that are oftentimes overlooked at the earliest stages of development or put off until a later point in time.
COUNSELING ENTREPRENEURS, BUSINESS OPERATORS AND START-UPS THROUGHOUT CONNECTICUT
The Connecticut business lawyers of Aeton provide a wide variety of vital legal services to individuals involved in company formation, including counseling in connection with the following:
- Selecting the Appropriate Business Structure (i.e., limited partnership, limited liability company, S or C corporation) The very first item on our Aeton checklist is business entity selection. Although limited liability companies are the most common structure given the flexibility, there are many other options to consider when starting a new business. However, we almost always recommend choosing some type of entity or structure. There are numerous reasons for it, but the most significant are the potential for liability protections, ability to take on partners, and flexibility to raise money with investors. Additionally, many of our clients decide at some point to sell the business. You will want to sell either the assets of the business or the equity shares in the business. Business formation is a key part of the process.
- Drafting Company Operating Documents and Agreements (i.e., company bylaws, shareholder agreements, LLC operating agreements, partnership agreements, buy-sell agreements, stock purchase agreements, employment agreements) Along with entity selection, you will need an contractual agreement that governs how the company will operate. These agreements take various forms. Too often we see business disputes spin out of control because the members in the LLC did not have an operating agreement. These mistakes can be costly and will likely mean your outcome depends on Connecticut’s Uniform Limited Liability Company Act. There are many critical issues you will want to cover in an operating agreement. Some of these issues include:
- Management. You must decide how you want the business to operate. For example, how will the company run on a day to day basis with a board or managers?
- Voting. You can decide to have majority rules or super majority requiring greater voting for certain matters. Some businesses call for super majorities on major events such as sale of the business or liquidation.
- Capital. How will the business raise money when it is needed? The partners can draft rules in the agreement to cover what happens when money is needed. Additionally, you can decide what happens when one shareholder does not want to put money into the business. All of these matters can be addressed in the beginning.
- Termination. What happens when some of the members want to kick someone out of the business? Or, what do the members of an LLC do when the business is in a deadlock. Aeton is frequently involved in litigating these disputes when they go wrong. If they cannot be settled by reasonable parties, they often end in dissolution actions, disassociation, or expulsion.
- Sale. What rules do you want to govern when one partner or shareholder wants to sell his or her interest? What about selling the business all together. We draft buy-sell agreements for many clients to cover what happens when one partner desires to sell or has to for various reasons.
- Duties. When a new business starts typically the founders are fully engaged. Many times some founders, shareholders, or members become involved in other ventures and do not devote the same energy and effort. Some new business owners will decide to define work and service obligations at the beginning. This can be done in the shareholder or operating agreement or with use of collateral agreements.
- Corporate Governance and Business Operations (i.e., the formation of a corporate or advisory board, conducting shareholder and board meetings) Aeton serves as corporate counsel to numerous businesses in Connecticut. Some of these engagements involve advising on the interests of the business and serving as advisor to corporate functions. For certain clients we also serve as outside general counsel. In this role, we learn the details of the business and make our advice available as needed on matters of higher risk such as employment, liabilities, debts, disputes, and contracts. Some clients prefer our services on a set day each month and we integrate virtually or onsite. Our goal is to help our clients grow and limit exposure to unnecessary risk.
- Company Contracts. (i.e., master service agreements, professional services agreements, terms and conditions, development agreements, waivers, licenses) Many of our business clients provide a service or sell a product requiring contracts to protect the company and detail the services provided. We have years of experience with drafting, negotiating, and litigating contracts. Collectively our combined transaction and litigation experience allows us to identify potential issues before they arise and cover the outcome in a contract. These agreements include many common features such as exclusion of damages, limitation of liability, indemnification, confidentiality, collection of fees, dispute resolution and arbitration.
- Counseling on Employment (i.e., drafting employment policies and handbook, employment agreements, employee vs independent contractor counseling) As part of our general counseling role, we frequently draft and advise on employment contracts including executive contracts, assignments and confidentiality, and non-competes. These contracts can include provisions for termination for cause, severance, bonus or incentive compensation, stock options or other incentives.
- Litigation matters. (i.e., vendor disputes, customer lawsuits, business partner litigation, shareholder actions) We serve as litigation counsel to business entities in all types of litigation in Connecticut. Typically, we look to identify and develop a strategy to avoid litigation due to the cost and uncertainty. However, when the time comes where a reasonable solution is not available, Aeton’s litigation experience is a valuable asset for business clients. Our lead business litigators have decades of experience across all types of complex business disputes from trade secret actions to shareholder derivative claims.
- Buying and Selling. (i.e., mergers and acquisitions, strategic acquisitions, membership purchase, mergers) As our clients grow, we frequently develop strategies with clients to prepare for a sale or purchase. In our pre-sale scenarios, we work with clients on developing strategies to position the client for future purchase. We do this by knowing what buyers typically look for when doing due diligence. We will work with the client or brokers on finding a buyer if asked, or developing profiles for purchase. Once engaged, we can handle the sale transaction from start to finish. We have a larger team of professionals at our disposal for most deals. Likewise, on the buy side, we work with our clients on offers, letters, terms, and the definitive purchase agreements.
CONTACT EXPERIENCED BUSINESS FORMATION ATTORNEYS IN CONNECTICUT
Aeton represents businesses in Hartford, New Haven, New Britain, Waterbury, Middletown and throughout Connecticut. We also represent businesses in Massachusetts, New York, and throughout the country. To schedule a consultation with one of our business lawyers, call us at 860.724.2160 or send us an e-mail.