Playbook
Entity formation, contracts, governance, deals, and restructuring for U.S. businesses.
Most business-law problems are decided long before anyone sues: in the choice of entity, the sentence buried in an indemnification clause, the board minutes that were or weren't kept. The documents you sign in quiet months determine your leverage in loud ones.
This playbook walks through the lifecycle of a private company — formation and structure, the contract clauses that actually move risk, diligence when buying or selling, governance habits that keep the corporate veil intact, and the restructuring options when a venture runs out of road.
Entity choice sets your liability shield, tax treatment, and governance obligations. Here is how LLCs, corporations, and partnerships compare — and how IRS classification elections change the picture.
Founders should start with entity choice — it shapes taxes, liability, and investor expectations for years. Established operators may get more from the contracts and governance guides, which cover the habits that prevent disputes.
A practical tour of the contract clauses that decide who bears risk when a deal goes wrong: indemnification, liability caps, warranties, force majeure, termination, and dispute terms.
What buyers examine before acquiring a company — entity records, material contracts, employment, intellectual property, litigation, and regulatory clearances — organized as a working checklist.
Governance is not just a public-company concern. This guide explains who decides what in a private corporation or LLC, the fiduciary duties involved, and the records that keep the entity credible.
When a business cannot pay its debts, the real choice is between winding down and reorganizing. Here is how Chapter 7, Chapter 11, and Subchapter V work — and the alternatives outside bankruptcy.
An LLC's operating agreement, not the state statute, decides who controls the company, how cash is split, and how an owner gets out. Here is what each of those sections has to do.
Minority owners of private companies cannot simply sell their way out. This guide explains common squeeze-out tactics and the remedies state law supplies, from books-and-records demands to court-ordered buyouts.
Limited liability is the default, not a guarantee. This guide explains the alter-ego and injustice factors courts weigh before holding owners personally liable, and the habits that keep a shield credible.
Two companies can collaborate by contract or by forming a jointly owned entity. This guide compares the structures and covers governance, IP, funding, deadlock, and how joint ventures end.
Supply contracts decide who absorbs shortages, defects, price swings, and supplier failure. This guide covers the UCC default rules and the clauses that override them.
Options, restricted stock, and RSUs each carry different tax timing and different paperwork. This guide explains the mechanics of a private-company equity plan and where the costly mistakes happen.
Registering an entity is not permission to operate. This guide maps the federal, state, county, and city licensing layers, and how to keep them current as a business grows.
Nonprofit status comes from state law and tax exemption comes from the IRS — two separate steps. This guide covers both, plus the board duties and restrictions that apply afterward.