FGKS Law advises a wide variety of business types and sizes, from construction firms and manufacturers to international corporations and local enterprises. We have the capability and experience to handle the sophisticated corporate transactions typical of large law firms while remaining accessible and affordable for smaller, local businesses.
AREAS OF EXPERTISE
- Business Organization and Formation: Assisting in the creation of legal entities tailored to your business needs, ensuring optimal structure and liability protection.
- Mergers and Acquisitions: Facilitating complex transactions with precision, whether through asset sales, stock sales, or various merger types, including parent-subsidiary and multi-entity mergers.
- Commercial Contracts: Drafting, reviewing, and negotiating contracts to protect your interests and foster successful business relationships.
- General Corporate Counseling: Providing ongoing advice on governance, compliance, and operational matters to support your business’s growth and stability.
- Succession Planning: Developing strategies to ensure smooth transitions and the continuity of your business through effective succession planning.
- Joint Venture Relationships: Structuring and advising on joint ventures to maximize collaborative opportunities and shared success.
OUR PHILOSOPHY
We pride ourselves on working closely with our business clients. To represent and protect your interests effectively, we immerse ourselves in understanding what makes your business successful, the market risks you face, and your growth strategy.
Contact an attorney to learn more about our practice areas.
Frequently Asked Questions on Business & Commercial Law
WHAT ARE THE DIFFERENCES BETWEEN AN ASSET SALE AND A STOCK SALE WHEN SELLING A BUSINESS?
An asset sale involves selling the individual assets and liabilities of a business, whereas a stock sale involves selling the owner’s shares in the corporation. Asset sales allow buyers to pick and choose what they acquire and may result in tax benefits. Stock sales are typically simpler, with fewer transfer requirements, and may preserve existing contracts and licenses.
WHAT ARE THE BENEFITS OF FORMING AN LLC COMPARED TO A CORPORATION?
An LLC provides limited liability protection to its owners, similar to a corporation, but offers more flexibility in management and fewer formalities. LLCs are generally easier to set up and maintain, with pass-through taxation, avoiding the double taxation seen in C corporations. However, corporations may be preferable for raising capital through stock issuance.
HOW DOES BUSINESS SUCCESSION PLANNING WORK, AND WHY IS IT IMPORTANT?
Business succession planning involves creating a strategy for transferring ownership and management of a business upon the owner’s retirement, disability, or death. It ensures continuity, minimizes disputes, and maximizes the value of the business. Effective succession planning includes identifying successors, creating training plans, and establishing buy-sell agreements.
WHAT ARE THE LIABILITY PROTECTIONS FOR BUSINESS OWNERS IN DIFFERENT LEGAL ENTITIES?
Different legal entities offer varying levels of liability protection. Sole proprietorships and partnerships provide no personal liability protection. LLCs and corporations protect owners’ personal assets from business debts and claims, but this protection can be compromised if the entity is not properly maintained or if personal guarantees are made.
WHAT ARE THE LIABILITIES OF A DISSOLVED CORPORATION IN OHIO?
In Ohio, a dissolved corporation must wind up its affairs, which includes paying off debts, distributing remaining assets to shareholders, and filing final tax returns. Directors and officers may be held liable for failing to properly wind up the corporation. Creditors can still make claims against the dissolved corporation’s assets for a limited time after dissolution.
WHY IS IT IMPORTANT TO MAINTAIN AND REVISE A COMPANY'S OPERATING AGREEMENT?
Maintaining and revising a company’s operating agreement is crucial because it outlines the governance structure, roles, and responsibilities of members, and operational procedures. Regular updates ensure that the agreement reflects current business practices, ownership changes, and legal requirements. This helps prevent disputes, ensures compliance, and provides clarity on the rights and duties of each member.
WHAT LEGAL DUTIES DO MEMBERS OF AN LLC OR SHAREHOLDERS IN A CORPORATION OWE EACH OTHER?
Members of an LLC and shareholders in a corporation owe each other fiduciary duties, including the duty of loyalty and the duty of care. The duty of loyalty requires acting in the best interests of the company, avoiding conflicts of interest, and not usurping business opportunities. The duty of care involves making informed and prudent business decisions. Additionally, they must act in good faith and with fair dealing, ensuring transparency and honesty in their interactions.
FGKS Business Law Attorneys
From startup ventures to established enterprises, our business attorneys offer expert guidance and tailored solutions to drive growth and innovation.
