Experienced Chicago Business Law Attorneys
A trusted business ally throughout the Chicago Metropolitan area
Running a business is hard work. An experienced attorney can be your best ally in helping you grow your business while avoiding legal and financial pitfalls along the
way. For more than 30 years, the Law Offices of Michael B. Elman & Associates, Ltd. has advised business owners on how to best organize and run their companies. We
provide clients with a full range of legal services related to:
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Start-Ups
What type of entity should be formed? How is it to be capitalized? What are the arrangements between the owners? These are important issues for any start-up and
offers good examples of the value of properly planning in the beginning so as to prevent problems in the future. Our firm provides counsel and prepares all documents
required to form your business entity. Will your business most efficiently and economically operate as a Limited Liability Company, C Corporation,
Subchapter S Corporation, Series Limited Liability Company, Partnership or Joint Venture? Our expert guidance will assist you in making the correct
decision.
General Counsel
We also provide general counsel services to existing businesses, providing legal representation on such matters as litigation, corporate compliance, governance
and best practices, employer/employee relations, the requirements to protect your trade secrets, confidential information, and capital acquisition.
We maintain a substantial network of other professionals with whom we maintain longstanding relationships such as accountants, tax experts and
lenders. Are you looking to raise capital? Our network of experts will assist you with your public or private placement
offering.
Buying And Selling
Are you looking to buy or sell a business? Our firm provides the counsel and services necessary for a successful
transaction. We provide the due diligence review, prepare, negotiate and review the agreement and supporting documents, and close the transaction
efficiently and economically.
The Employer/Employee Relationship
We also prepare and review a wide array of agreements required to maintain and grow your enterprise. In most businesses, it is the employees
who are your most valuable asset. Thus, employee agreements, especially for your key employees, should always be considered. They
not only benefit your business but can be used as an important recruiting tool to hire and retain the best people. The law provides that in the
absence of an agreement, the relationship with your employees is “at will”. This means that you have great discretion when terminating your
employees. While this may be a benefit to you, it comes with risk as well. Do your employees have access to your trade secrets or
customer lists? Once an employee leaves your company, do you wish to protect your customer lists, trade secrets and other confidential
information. Only a well drafted employment agreement can provide you with these protections. The courts enforce these agreements
reluctantly believing that they act as a restraint on trade. We have the expertise to customize these agreements to both fit your needs and survive
judicial scrutiny.
Business Relationships
Does your company hire independent contractors or engage in joint ventures with others. A well drafted agreement is a must in these
situations. Not only is it essential that you protect your trade secrets, customer lists and pricing strategies, but it is also essential to avoid
the pitfalls of an ambiguous compensation agreement. Other issues that must be resolved include the goals of the joint venture, the contributions,
both monetary and labor, to be made by each joint venturer and the goal of the venture must be explicitly spelled out. Especially important when
retaining independent contractors is the principal/agent relationship between the parties, the avoidance of liability for the acts of your independent contractors and
the tax implications from retaining them.
Dealing With Partners
Is your business owned by a small number of people who are all essentially partners and key employees? What are the duties of each partner? What is the
management structure? What are the capital contribution percentages? A properly drafted agreement is essential. What do you do if one of you should die or
retire? Any business that operates in this manner must have a buy/sell agreement. It is the equivalent of an estate planning
device. In the event a partner “dies”, i.e. literally dies, retires, is terminated or resigns from the business, what will be paid as a buy-out to
the exiting partner or his estate and how will the buy-out be funded? How will the exiting partners’ ownership percentages be allocated amongst the
remaining partners? Lastly and most importantly, what formula will be employed in determining the amount paid to the exiting
partner? A well drafted buy/sell agreement is essential for resolving these issues.
Borrowing And Lending Money
Does your business loan or borrow money? Like any other business transaction, the act of loaning or borrowing money is an agreement which
requires a well thought-out strategy so that you are properly protected. If you are a lender, once you disperse the proceeds of the loan you have
fulfilled all of your obligations under the agreement and all risk shifts to you. Thus, lenders must know who their borrowers are as well as the
type and value of collateral pledged. Is the borrower a limited liability entity requiring guarantors? What are the terms of
repayment and your remedy in the event of a default? If you are a borrower who and what is at risk? Will the transaction be a
non-recourse loan? Whether you are a lender or borrower the correct documentation is essential to protect your interests.
Contact a dynamic Illinois law firm that can help your business grow
The Law Offices of Michael B. Elman & Associates, Ltd. is conveniently located in Chicago’s loop close to public transportation and within walking distance of the
state and federal courthouses. We serve clients throughout the Chicago Metropolitan area and those looking for a local presence.
Call the Law Offices of Michael B. Elman & Associates, Ltd. at 312.541.0903 or contact us online to schedule your free
consultation.
