Corporate and Business Law

What is Corporate and Business Law?

A business entity, such as a corporation or limited liability company, is treated as a legal entity that is separate and distinct from its individual owners. Corporate and business law refers to the rules, regulations, and guidelines that pertain to business entities and their activities, including initial formation, ownership, governance, operations, and mergers or acquisitions.

Formation
There are several different business entities from which to choose. Common forms are:

  • Corporations
  • Partnerships
  • Limited Liability Companies (LLC)
  • Subchapter S Corporations (S Corporations)

There is a number of factors to consider when deciding which type of entity would work best for your business. Those factors include, among other things, tax advantages or disadvantages, whether the entity will have employees, and the purpose for the entity.

Corporate Governance
Most business entities are governed by a set of rules that are agreed upon at the time the entity is formed. For a corporation, those rules are typically contained within bylaws. In contrast, with a partnership, the governing rules are usually spelled out in a partnership agreement. In addition, there are statutes that may impose additional requirements or rules upon your business entity. An important aspect of operating a business entity is observing the corporate formalities. Those formalities are what makes a business unique and distinct from its individual owners.

Mergers and Acquisitions
There are important considerations that must be taken into account when buying or selling a business or its assets. A seller is generally expected to provide financial information to a buyer as part of the buyer’s due diligence. In addition, a seller will usually make certain representations and warranties concerning the business’s assets and ownership. The parties will need a thorough purchase agreement that addresses these and many other requirements. In order to navigate this process, a buyer or seller will typically hire the services of an experienced corporate attorney.

Succession Planning
At some point, every business owner will have to consider what happens to the company in the event the owner(s) ever retires or is unable to work due to disability or death. Businesses with multiple individual owners often utilize a buy-sell agreement, whereby the other owners have the option of buying another owner out in the event of that owner’s death or disability. In some situations, a business owner may simply decide to liquidate his or her business upon death or disability. Either way, it is important to customers, clients, business partners, and family members that a succession plan is in place.

Endacott, Peetz & Timmer’s Corporate Experience

We have helped our clients form just about every business entity that is available. We routinely counsel clients on corporate governance and assist clients with documenting business meetings and changes to their bylaws, operating agreements, or partnership agreements. Our attorneys have helped negotiate and draft countless purchase agreements for mergers and acquisitions. At Endacott, Peetz & Timmer we have counsel experienced in commercial litigation and routinely represent a business or their shareholders or members in lawsuits or arbitration.

When consulting with Endacott, Peetz & Timmer regarding your business law needs, the process will always begin with a thorough and complete examination of any facts, figures, or information related to your case. Our team prides itself on particular communication to all of our clients, and you can expect to be kept well informed regarding the process of your corporate law case. If your case is one that requires litigation, our team will communicate a roadmap of what your case will look like, what it will entail, and what you can expect during judicial proceedings.

FAQs

Why do I need a corporate lawyer?
An ounce of prevention is worth a pound of cure. While you can buy templates off the internet to set up a business, those templates do nothing to explain the pros and cons of the different business entities that are available to you or the tax implications. In addition, those documents can actually cost you more money in the long run as you have no one available to explain what the documents mean and what steps must be followed to insulate yourself from personal liability going forward.
What is a typical process for setting up a limited liability company?
Nebraska law establishes certain rules to set up an LLC. The first step is to file a Certificate of Organization with the Nebraska Secretary of State. The Nebraska Secretary of State will accept or reject the Certificate of Organization based on several factors, including the uniqueness of the LLC’s name. After the Certificate of Organization is accepted, notice is published for 3 weeks in a local newspaper. Finally, the member(s) of the LLC should draft and sign an Operating Agreement and other formation documents, obtain a Federal Employer Identification Number (EIN), set up business bank accounts, and discuss best business practices with qualified legal and tax professionals.

When it comes to your corporation or business, making sure you are taking the right steps to make sure you take all the correct legal actions on all sides is imperative for the protection, operation, and growth of your business or corporation. Reach out to Endacott, Peetz & Timmer today to discuss your business needs. With decades of experience in the corporate law field, we are equipped to tackle any of your corporate and business law concerns.