Sound corporate counsel provides a framework that supports sustainable growth and protects owners’ interests. Properly drafted formation documents, contracts, and succession plans help prevent disputes, limit personal liability, and make a business more attractive to investors or buyers. Proactive legal work also reduces the time and cost of resolving conflicts when they arise.
Consistent legal oversight helps identify potential liabilities early, implement compliance measures, and create policies that reduce exposure to regulatory or contractual disputes. That predictability enables better planning and preserves capital that might otherwise be consumed by reactive legal battles.
Hatcher Legal brings a practical approach to business law that balances legal protection with operational realities. We prioritize clear communication, timely responses, and drafting that anticipates common pitfalls so clients can focus on running and growing their businesses with confidence.
When disputes cannot be resolved informally, we provide advocacy in negotiations, mediation, or litigation to pursue favorable outcomes while protecting business operations. The focus is on efficient resolution that preserves relationships and company value whenever possible.
Choosing between an LLC and a corporation depends on tax considerations, governance preferences, investor expectations, and the desired management structure. LLCs offer flexibility in management and pass-through taxation for many owners, while corporations may be preferable for outside investment, stock issuance, or specific tax planning. A careful review of ownership goals, anticipated capital needs, and long-term plans helps determine the best structure. We evaluate how each option affects liability, transferability of interests, administrative requirements, and reporting obligations under Virginia law to recommend the most appropriate form.
A shareholder agreement should address ownership percentages, voting rights, transfer restrictions, buy-sell mechanisms, valuation methods, and procedures for resolving deadlocks. It sets expectations among owners for decision-making and details what happens in events like death, disability, or withdrawal. Including clear dispute resolution clauses, confidentiality obligations, and standards for issuance or repurchase of shares reduces future conflict. Tailoring provisions to the company’s size and goals helps balance flexibility with protections for minority and majority owners alike.
Protecting personal assets typically involves maintaining the corporate form correctly, separating personal and business finances, and ensuring proper documentation of governance actions. Adhering to corporate formalities and avoiding commingling funds preserves the liability shield afforded by an LLC or corporation. Insurance, appropriate contract terms, and well-drafted operating documents also contribute to protection. For higher-risk activities, layering liability insurance and considering asset protection strategies aligned with applicable law can reduce personal exposure while supporting business objectives.
Selling a business involves preparing financials, organizing corporate records, addressing outstanding contracts and liabilities, and determining valuation and deal structure. Early planning, including clean-up of agreements and resolving pending disputes, improves marketability and can increase sale value. The transactional process typically includes confidentiality arrangements, due diligence, negotiation of purchase terms, and closing documentation. Coordinating tax, succession, and post-sale transition plans helps owners achieve desired outcomes and minimize surprises during closing.
Buy-sell agreements set predetermined methods for transferring ownership, often specifying events that trigger a buyout, valuation formulas, and funding mechanisms. These agreements provide certainty and reduce conflict by establishing a roadmap for ownership changes due to retirement, death, or other triggering events. Custom provisions address transfer restrictions, rights of first refusal, and dispute resolution to protect the business from involuntary or disruptive ownership changes. Well-crafted buy-sell arrangements are aligned with tax and succession goals to preserve business continuity.
Mediation and negotiation are often preferable when preserving business relationships and controlling costs are priorities. These approaches can resolve disputes faster and with less disruption than litigation, offering flexible remedies and confidentiality while keeping the parties focused on practical outcomes. Litigation may be necessary when parties cannot reach agreement or when legal rights require formal adjudication. Deciding between methods depends on the dispute’s nature, the parties’ willingness to cooperate, and the need for enforceable court orders or precedent.
Due diligence in a business purchase involves a thorough review of financial statements, contracts, intellectual property, employment matters, litigation history, compliance with regulations, and corporate governance. The goal is to identify material risks that affect valuation and deal terms. Buyers use findings to negotiate representations, warranties, indemnities, and purchase price adjustments. Sellers who prepare documentation and address issues in advance can streamline due diligence and reduce the chance of post-closing disputes or price reductions.
Governance documents should be reviewed periodically, particularly after significant events like financing, ownership changes, or regulatory updates. Regular reviews ensure documents remain aligned with current operations, ownership structure, and strategic plans, preventing surprises and maintaining legal protections. Annual reviews of corporate minutes, filings, and operating agreements help maintain compliance and enforceability. Updating documents proactively in response to growth or changes avoids rushed revisions under time pressure during transactions or disputes.
Changing an entity type after formation is possible but requires careful planning, including addressing tax consequences, creditor notice, and transfer of assets and contracts. Conversion or formation of a new entity followed by asset transfer are common methods, each with legal and tax implications to consider. Consultation early in the process helps evaluate the most efficient route and minimizes unintended liabilities. Proper documentation and communication with stakeholders ensure continuity and compliance during the transition.
Essential records include formation documents, bylaws or operating agreements, minutes of significant meetings, ownership ledgers, financial statements, tax filings, and key contracts. Maintaining these records demonstrates adherence to corporate formalities and supports governance and compliance obligations. Organized records also facilitate due diligence in transactions and provide evidence of decision-making during disputes. Regularly updating and securely storing records protects business value and supports legal defenses if challenges arise.
