Sound corporate counsel preserves assets, clarifies management responsibilities, and helps avoid governance disputes that can derail growth. From selecting the most suitable entity to drafting fiduciary policies and commercial contracts, proactive legal planning minimizes downstream costs and positions your company for financing, sale, or succession while enhancing stakeholder confidence.
Comprehensive planning identifies potential liabilities and establishes preventive measures such as contract terms, insurance recommendations, and governance protocols to reduce exposure and create predictable responses to common business risks.
Hatcher Legal provides focused corporate counsel that balances legal protection with business realities. We draft clear agreements, advise on governance, and guide transactions with attention to cost-effectiveness and risk management tailored to each client’s priorities and industry dynamics.
Following a transaction, we assist with integration tasks, transfer of ownership interests, and enforcement of transitional provisions to support operational continuity and protect agreed-upon rights.
Choosing an entity depends on your goals for liability protection, tax treatment, ownership flexibility, and investor expectations. An LLC often offers operational flexibility and pass-through taxation, while corporations may be preferable for outside equity investment and stock-based incentives. Consider future fundraising, exit plans, and management structure when deciding. Evaluating options involves balancing tax implications, administrative requirements, and investor preferences. We review financial projections, potential investors, and long-term plans to recommend an entity that minimizes risk while aligning governance and tax strategy with business objectives under Virginia law.
Shareholder and operating agreements set clear rules for management authority, profit distribution, transfer restrictions, and dispute resolution. These documents create predictable processes for decision-making, ownership changes, and valuation methods, reducing ambiguity among owners and protecting minority interests when properly drafted. Well-crafted agreements also include buy-sell terms and deadlock resolution mechanisms to address foreseeable triggers like death, disability, or a desire to exit. Including valuation formulas and transfer restrictions lowers the risk of contentious disputes and preserves business continuity through agreed procedures.
Governance documents should be reviewed when ownership changes, the company raises capital, leadership transitions occur, or the business shifts its strategy. Regular reviews ensure that governance remains consistent with operational reality and investor expectations so that documents do not become outdated or contradictory. Significant events such as mergers, acquisitions, or family transfers make timely updates essential to reflect new ownership structures and responsibilities. Periodic reviews also ensure compliance with statutory filing requirements and alignment with evolving tax or regulatory environments.
During a merger or acquisition, expect a period of due diligence where buyers review financials, contracts, corporate records, and liabilities. Negotiation focuses on purchase price, representations and warranties, indemnities, and closing conditions that allocate risk between parties to reach fair terms. After agreement, closing procedures and regulatory filings are coordinated, with post-closing transition plans addressing integration of operations, employment matters, and transfer of customer or supplier relationships. Preparing thorough documentation in advance improves transaction timing and reduces surprises.
Preparing for sale or succession starts with clear governance, up-to-date financial records, and formalized roles for key personnel. Implementing buy-sell arrangements, documenting intellectual property ownership, and resolving outstanding disputes increases buyer confidence and streamlines valuation processes. Succession planning also addresses tax implications and transfer mechanics, whether a sale to third parties, family transfers, or management buyouts. Early planning, clear agreements, and professional coordination with financial advisors help preserve value and smooth the transition.
Reducing shareholder disputes requires clear governing documents, regular communication, and transparent financial reporting. Establishing defined decision thresholds, dispute resolution procedures, and buyout mechanisms helps manage disagreements without immediate litigation and preserves operational focus. Proactive measures such as shareholder buy-sell terms, conflict-of-interest policies, and independent valuation methods give owners predictable paths forward. Mediation and negotiation clauses can also provide cost-effective ways to resolve disputes before they escalate.
Operating across state lines requires attention to qualification, tax registration, and compliance with employment and regulatory laws in each jurisdiction. Businesses must register as foreign entities, maintain required filings, and adapt contracts and policies to local legal standards to avoid penalties and preserve liability protections. We coordinate multi-state registrations, advise on nexus issues, and help align employment and contractor agreements with applicable state law. Early attention to these matters reduces the likelihood of enforcement actions and simplifies operations as the business expands.
Litigation may be necessary when negotiated resolutions fail or when urgent relief is needed to protect rights, enforce contracts, or resolve ownership disputes. However, negotiation and mediation often preserve relationships and reduce cost. The choice depends on case facts, desired outcomes, and the willingness of parties to compromise. We evaluate the strengths and weaknesses of potential claims and advise on dispute resolution strategies that align with client priorities. When litigation proceeds, we prepare to protect client interests while remaining open to settlement opportunities that achieve favorable results efficiently.
For due diligence, companies should maintain formation and governance documents, financial statements, tax returns, customer and supplier contracts, employee agreements, intellectual property registrations, and insurance policies. Organized records demonstrate reliability and reduce friction during transaction reviews. Accurate minute books, cap tables, and documentation of material liabilities or litigation are especially important. Preparing a central data room and updating records in advance of a sale or investment streamlines diligence and increases buyer confidence in the business.
Buy-sell valuations are commonly determined by agreed formulas within governing documents, independent appraisal, or negotiated market-based methods. Formulas may use multiples of revenue or earnings, book value adjustments, or third-party appraisals to create predictable valuation outcomes at triggering events. Including valuation procedures in agreements and naming appraisers or valuation methods in advance minimizes disagreement during transfers. Well-drafted provisions also address payment terms and options to facilitate orderly ownership transitions when an event triggers a buy-sell process.
