practice area

Business Law (Oregon)

We provide representation, advice and counsel for many business law issues, including:

Business Formation:
Business formation is often the first major step for entrepreneurs establishing new companies, since your business structure can be used to secure financing, executives and other major pillars holding up a company. We provide formation advice for corporations, LLCs and partnerships. A solid business structure provides your organization with the best possible chance of success. We advise clients on the various types of legal entities and evaluate which options will work best for your situation. We also advise them on what steps they need to take to be successful and to minimize potential conflict in the future. Usually, one of the first major steps is to develop a solid, well thought out operating agreement.

Shareholder, Partnership and Operating Agreements:
Few aspects of building a company are more important than effectively defining the rights and duties of the company owners. Drafting an effective Shareholder Agreement for a corporation, or Operating Agreement for a partnership or LLC is essential to providing our clients with valuable control and flexibility over the operation of their company. They are critical for any potential business dispute or dissolution that may occur down the road. Our goal is to prevent business litigation in the future by helping our clients to anticipate problems today. We work closely with our clients to create a document that effectively addresses the company’s unique circumstances, accounting for both expected and unexpected future developments.

Buying and Selling Businesses:
We represent buyers and sellers in the purchase or sale of businesses. This includes the purchase of assets or shares of stock through acquiring the business as a whole. Buying or selling a business is a momentous decision that requires the skilled guidance of a business lawyer. We provide guidance through all phases of an acquisition, including purchase negotiations, purchase agreements, and due diligence. We work closely with CPAs in business valuation and drafting acquisition or sale agreements with the goal of preventing problems and business disputes in the future. We can also provide assistance with your business succession plans.

Business Succession:
Preparing for the succession of a business is critical, and how assets are distributed and conveyed can have significant tax consequences and other implications for subsequent generations. For a business that is owned by a few individuals, such as members of a family, business succession involves careful planning to ease the transition anytime there is a change of ownership. Typically, this happens when a senior or majority owner or manager dies, retires, or becomes disabled. We help draft agreements for the company and its owners, as well as personal estate planning documents, to accomplish our clients’ objectives and minimize any tax or financial burdens.

 

Business Litigation Issues

Shareholder and Partnership Disputes:
Business professionals as well as family members enter into business ventures on a regular basis. At the businesses’ creation, partners typically enter into shareholder or partnership agreements. At inception, the parties involved only have one goal in mind: working hard to ensure growth for their business. However, as time passes, and challenges begin to surface, one of the biggest threats to the stability of a business is disagreements within management and/or among shareholders. We represent clients who have been wronged and financially damaged by the acts of other parties in a business. Regardless of the type of business, many of our clients are able to settle their disputes without going to court, but when cases need to be litigated, we are ready to provide superior litigation services. Don’t let an internal dispute among partners or shareholders wrongfully deprive you of your investments in the company you’ve worked so hard to build.

Breach of Contract:
Business in today’s economy depends heavily on contracts. They are absolutely critical in the modern corporate world. Contracts clarify the parties’ obligations and expectations. When a breach of contract occurs in a complex commercial transaction, it takes an experienced business attorney to interpret the contractual obligations of the parties. This is essential to build a foundation for a breach of contract case and help resolve the dispute timely and effectively. We work to resolve the disputes of the parties and prevent a costly, drawn out litigation. In the event an agreed resolution cannot be reached, we are ready to litigate your case at trial.

Breach of Fiduciary Duty:
Business owners, officers, directors, majority shareholders and others have a responsibility to perform certain duties and to maintain their honesty in those activities. When they do not, they may be liable for breach of fiduciary duty. Breach of fiduciary duty claims are common in business litigation. Breach of fiduciary duty is a broad concept that may arise in the context of shareholder disputes, partnership disputes or even fraud. We represent clients who have been wronged and financially damaged by the acts of other parties in a business.

Non-Compete Agreements:
We advise and represent clients in the drafting and litigation of non-compete agreements. The court interprets these agreements very strictly so they must be drafted carefully in order to be enforceable. Most often these agreements are governed by statute and the case law surrounding the interpretation of these agreements and their requirements. We assist in drafting enforceable non-compete agreements, and challenging overbearing or unenforceable agreements.

Our dedicated attorneys and staff serve a wide range of business clients in transactional and commercial litigation services. Our Firm is flexible and responsive to our clients’ individual needs. Sonia Montalbano and Collin McKean are both experienced attorneys who are here to help whether you are a business owner with growth issues or need guidance navigating the legal issues that can arise in business ownership.

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