Business Law

Partnership and Operating Agreements
Business Transactions
Contract Drafting and Review
Strategic Entity Formation and Conversion
Shareholder Agreements
Dissolution
Succession Planning
Corporate Governance

Buy-Sell Agreements
Vendor Contracts
Independent Contractor Agreements
Nondisclosure Agreements
Non Solicitation Agreements
Terms of Use and Privacy Policies
Contract Disputes

Partnership and Operating Agreements

As an internal-affairs governing document it establishes functional roles and financial responsibilities of owners, members, and/or managers. They clarify verbal communications during your firm’s formation or modification process. Additionally, they serve as a shield for the company against personal liability. Without a partnership and operating agreement, your business might resemble a sole proprietorship, thus potentially jeopardizing your members to personal liability.

Typically these documents contain provisions on powers and duties of members and managers and distribution of profits and losses, however, there are no specific guidelines on its contents. Each business is unique, and their operating agreement should be tailored to reflect the operations of their limited liability company (LLC.) Only six states (California, Delaware, Maine, Missouri, Nebraska, and New York) legally require LLCs to have one, however, it is highly recommended for all companies to create something to protect owners from personal liability and to organize primary functions within one key document. This will establish internal transparency and serve as a company’s roadmap for handling large decisions. Our business law firm would be delighted to assist you in creating a valid and enforceable operating agreement.

Business Transactions

This subject covers a large category of law. Our firm is equipped to handle mergers and acquisitions, entity formation, contract development and review, and other business transactions, which can range from lease negotiation to licensing agreements. A large portion of our clients joined us while they were forming their firm, and we still continue to handle their important issues as they have flourished here in the Lowcountry of Charleston and South Carolina!

Contract Drafting and Review

Whilst they are legally binding, and can be orally constructed, important contracts, especially related to your livelihood, should be written and signed by all parties. They are the epicenter of the SME and corporate world. Drafting includes writing out the terms, fees, conditions, and functional duties of all parties involved. Examples of common contracts are service, confidentiality, non-compete, and independent contractor agreements. If you already have something binding, it would be advantageous to have a business attorney review them to point out the dangers of ‘breach’ and other complicated provisions.

Strategic Entity Formation and Conversion

Having been voted the #1 Best City in the United States for the seventh year in a row, Charleston, is notorious for its rich history, aesthetic window boxes and colorful houses, and most importantly – tourism. The restaurant trade is booming year round, and the Lowcountry is growing to be a magnet for manufacturing as Boeing, Volvo, and the Port Authority employ thousands of workers. Additionally, with the Joint Military Base and the Medical University, our economy is impressively diverse.

Starting your business, or moving to South Carolina has never been easier. Whether you are forming a corporation, non-profit, or limited liability company (LLC), we will guide you through the statutory requirements to have your establishment up and running.

Shareholder Agreements

These are governing documents that detail the functional duties and roles of senior members within your company. Most importantly, it details the decision-making process. Furthermore, it will outline profit shares, regulations of sale of corporate shares, and the processes for when shareholders leave the company – voluntarily and involuntarily. Whilst they should complement your company’s organizing document and bylaws, the main goal is to equitably and fairly safeguard everyone involved, while protecting the company at large.

Dissolution

Sometimes there comes a time when businesses have run their course and are ready to dissolve. This can be due to retirement, other prospects, or a failure. In South Carolina, you must (1) close your tax accounts, and (2) file articles of dissolution pursuant to S.C. Code § 33-14-103. The filing fee for South Carolina LLC is $35.00. You could potentially still owe unemployment insurance tax, employee withholding tax, and/or sales & use tax. It is important to have a legal guide walk you through the process of properly dissolving your firm to avoid liability.

Succession Planning

This important function includes strategizing, identifying, and developing plans for future leaders and managers within your business. It is a process that ensures your organization will run smoothly after certain people leave their positions. This activity assesses your training programs, develops how you evaluate performance reviews, and addresses potential roadblocks for growth. Having a corporate attorney perform a comprehensive review for you can help efficiently streamline turnover processes and protect your short and long term future.

Corporate Governance

Here is a system and process by which companies are controlled and directed. Typically, the board members are primarily responsible for governing their organizations. It is the duty of the shareholders to appoint the directors and serve as a check and balance to the board. Strategic corporate governance reinforces transparency and accountability within your firm’s leadership. Having a business attorney serving as a third-party legal guide eliminates the conflict of interest between shareholder and upper management. Our lawyers serve as counselors and consultants that will review your company regulations, management communication, and best practices for efficient operation.

Buy-Sell Agreements

This is a contract between the co-owners or board of directors that governs in the event that a co-owner or board of directors’ member dies, leaves the organization, or is forced to leave the firm. They are also referred to as “buyout agreements.” Buy-sell agreements can be tailored to control who can buy a departing owner’s share or seat, and how the succession plan is carried out. Most situations that trigger their use are death, disability, retirement, divorce, bankruptcy, and/or sale of the company. Having this understanding mitigates conflict and dispute during turbulent times and provides stability and consistency for shareholders and board members.

Vendor Contracts

This covers an understanding between you and your supplier that details the roles and responsibilities of the contracted goods or services. Additionally, they will typically outline the fees associated with the goods or services. Vendor contracts should address proprietary and confidential information, termination and remedies, and disclaimers and indemnifications. They are multifaceted and should be personalized to your company’s characteristics. Our firm here in Charleston, S.C. is more than equipped to draft an agreement specific to your organization that will provide clarity and understanding to you and future customers.

Independent Contractor Agreements

These are legally binding contracts between clients and suppliers, typically for the performance of a specialized set of services. Also referred to as “1099 workers”, the contract will detail the set of services agreed upon and will identify costs and payment for the services. One of the most important reasons for an independent contractor agreement is to clearly explain that they are not an employee of the client. These are typically ensured more benefits from their employers than independent service suppliers. South Carolina distinguishes the difference through a four part balancing test: (1) direct evidence of the right or exercise of control; (2) furnishing of equipment; (3) the method of payment; and (4) the right to fire. A clear understanding that identifies the specific roles of the contractor along with a distinct payment plan can protect your organization from future liability.

Nondisclosure Agreements

These are agreements between two or more parties to agree to keep secret certain information. They are used in the corporate world to ensure contractors and potential investors do not divulge company secrets after being on the work site or being introduced to sensitive company information. NDAs outline confidential information that is off limits to be shared, and most should include a time period of how long one or more parties must keep information secret. In South Carolina, the law typically will enforce a nondisclosure agreement unless it impedes on economic freedom and seeks to limit competition in a community.

Non Solicitation Agreements

Similar to noncompete, in the fact they limit former staff members from approaching the company’s clients directly. Essentially, keeping former employees from stealing customers from under their former employer. Non solicitation agreements should address confidential information that is to not be shared in future employment; this normally includes client lists and certain company secrets. They are normally between companies and contractors or between contractors and subcontractors.

Terms of Use and Privacy Policies

These contracts between firms and clients will address privacy concerns. Terms of use are legally binding agreements that alert clients of arbitration clauses, modification of clauses procedures, and an assortment of other terms that are typically beneficial to the company. Without the client’s acceptance of the terms, the client may not enter the website or use the services the company offers. Alternatively, privacy policies exist to protect your client’s information. They should detail how companies are allowed to use, store, collect, and sell user data and information. In an increasingly technological world, it is important to include terms of use and privacy policies on your website to notify all parties of legal options, data collection, and expectations.

Contract Disputes

If you are around long enough, these will happen. When one or both parties disagree about the terms and conditions of a former agreement, you have found yourself in the middle of a contract dispute. Typically, most of these revolve around ambiguous definitions or confusion around the offer and acceptance. However, sometimes you might be stuck in a scenario where there is a clear and material breach of contract. There are a handful of remedies available depending on the severity and type of issue. If you are facing a disagreement, big or small, call us today, and we will navigate you through until a settlement is reached.