What This Practice Covers
Most business disputes that end up in litigation were decided years earlier, in a document nobody wanted to spend time on: the operating agreement, the shareholder agreement, or the partnership terms that were never written down at all.
Forming an entity is the easy part. The harder and more valuable work is the governance: who decides what, what happens when the owners disagree, what happens when one wants out, how profits are allocated, and what occurs on death, disability or divorce. These are uncomfortable conversations to have at the beginning and ruinous ones to have at the end.
The office handles incorporation, LLC and partnership formation, operating and shareholder agreements, and business sales and purchases. Mr. Walker graduated from Albany Law School with a concentration in Business Law, and the office's civil litigation practice means these documents are drafted by someone who has seen how they are later tested.
For small businesses in Bay Ridge and across Brooklyn, this work also intersects with real estate — a commercial lease or a building purchase — and sometimes with employment and immigration questions. Those overlaps are easier to handle in one office.
Decisions That Shape a Business
Most business disputes that end up in litigation were decided years earlier, in a document nobody wanted to spend time on. These are the decisions that determine whether that document helps or hurts later.
Choosing the entity
Entity type affects governance, personal exposure and tax treatment. The formation filing itself is straightforward; choosing correctly is the part worth a conversation, and the tax side should be coordinated with your accountant rather than decided in a vacuum.
The operating or shareholder agreement
This is the document that answers the uncomfortable questions: who decides what, what happens on deadlock, how an owner exits, how the interest is valued, and what occurs on death, disability or divorce. These are difficult conversations at the beginning and ruinous ones at the end.
Contracts with customers, suppliers and landlords
The agreements a business signs day to day — a commercial lease, a supply arrangement, a services contract — allocate risk whether or not anyone reads them closely. Reviewing them before signature is considerably cheaper than litigating them afterwards.
Bringing in or buying out an owner
Ownership changes are where informal arrangements are tested. Whether the paperwork supports what the parties actually intended usually becomes clear only at this point, which is why the governance documents are worth getting right early.
Buying or selling a business
A business sale involves the purchase agreement, the treatment of existing liabilities, the lease, the employees and often licensing questions. What is being bought — assets or the entity itself — changes the analysis substantially.
This office does not provide tax advice. Entity choice and transaction structure carry tax consequences that should be discussed with an accountant or tax professional. The office coordinates with yours rather than substituting for one.
The agreement you skip is the one you litigate
Whether you are forming, growing, restructuring or selling, the documents are what the outcome eventually turns on.
Common Matters Handled
These are the kinds of matters the office handles in this area. Whether the firm can accept a specific matter depends on its facts, the jurisdiction involved and the results of a conflict check.
- Incorporation and entity selection discussions
- LLC formation and operating agreements
- Partnership agreements
- Shareholder agreements
- Business sales and purchases
- Contract drafting and review
- Governance and ownership change questions
- Winding down or transferring a business
How These Matters Usually Proceed
- Describe the business honestly. Who the owners are, what each contributes, how decisions are actually made now, and what the intended arrangement is.
- Choose the structure. Entity type affects governance, liability and tax treatment. Tax questions in particular should be coordinated with an accountant.
- Write down the hard parts. Deadlock, exit, valuation, transfer restrictions and what happens on death or divorce. These provisions are the reason the agreement exists.
- Keep it current. New owners, new locations, new lines of business and new financing are all reasons to revisit the documents rather than discovering later that they no longer describe reality.
What to bring to a business consultation
- Formation documents, if the entity already exists
- Any operating, shareholder or partnership agreement, signed or draft
- The contract or transaction documents at issue
- Your commercial lease, if premises are involved
- Correspondence between the parties about the matter
- Your accountant's contact information, so tax questions can be coordinated
Business Law — Frequently Asked Questions
Should I form an LLC or a corporation?
It depends on ownership, how profits will be handled, what the business does and the tax treatment you and your accountant want. The formation itself is straightforward; choosing correctly is the part worth a conversation.
My partner and I never signed anything. Is that a problem?
It is a common situation and a solvable one, but it is far easier to address while both partners still agree. Without written terms, disputes are resolved by default rules that may match neither partner's expectation.
Can the office help me buy an existing business?
Business purchases involve the purchase agreement, the treatment of liabilities, the lease and often employment questions. Bring whatever documents the seller has provided, along with the proposed terms.
Do you provide tax advice?
No. Entity and transaction decisions have tax consequences that should be discussed with an accountant or tax professional, and this office coordinates with yours rather than substituting for one.
These answers are general and educational. They are not legal advice, they do not address your particular situation, and reading them does not create an attorney-client relationship. Laws, deadlines and procedures vary by jurisdiction and by the facts of each matter.