Post on 15-Jan-2016
The Jointly Owned
Business: Working with Partners:
Achieve Stability & Avoid Common Pitfalls
Dinsmore & Shohl LLP | The Jointly Owned Business
Dinsmore & Shohl LLP | The Jointly Owned Business
Rick PorotskyPartner, Dinsmore & Shohl LLP
Warner OffPartner, Dinsmore & Shohl LLP
Mark HomerCEO, Get Noticed Get Found
Jabez LeBretCIO, Get Noticed Get Found
We’ll help you think about
Costs and benefits of working with a partner?
What non-business / legal issues can
cause things to ‘go wrong’?
What initial questions and planning
can help you avoid issues?
What can you do increase your
chances of a smooth exit?
Dinsmore & Shohl LLP | The Jointly Owned Business
Lack of a proper agreement among owners causing initial problems
Real example: Get Noticed Get FoundDifficulties caused by lack of agreement
The Importance of a
Proper Agreement
Starting a Business with Partners
Starting a business: Cash is King
What happens when
someone needs to
leave?
Dinsmore & Shohl LLP | The Jointly Owned Business
Perceived Value of the Business
Leaving Partner
Other Partners
Dinsmore & Shohl LLP | The Jointly Owned Business
Dinsmore & Shohl LLP | The Jointly Owned Business
Real lawsuit:
⨠ Vague agreement and misunderstanding
⨠ Some issues could have been prevented
Dinsmore & Shohl LLP | The Jointly Owned Business
Entity Creation and
liability protection
Protection of intellectual
property
Obtaining counsel
Documentation
Dinsmore & Shohl LLP | The Jointly Owned Business
Setting up an Entity
Provides framework for business
Protects you personally
Dinsmore & Shohl LLP | The Jointly Owned Business
Protect your IP and Assets
Don’t forget IP protection
Know who owns what
“Later” is too late
(Seriously…call your lawyer)
Individual vs. company issues
Formation issues
IP protection
And…
Dinsmore & Shohl LLP | The Jointly Owned Business
Documentation
Ownership
Voting/control
Exit rights
Valuation
Expectations/obligations
Issues in Exiting
the Combination
Dinsmore & Shohl LLP | The Jointly Owned Business
Dinsmore & Shohl LLP | The Jointly Owned Business
Real lawsuit:
-- Owner of a 40-year business
⨠ lack of contact for transition to new owner
⨠ loss of much of their equity
Dinsmore & Shohl LLP | The Jointly Owned Business
Real lawsuit:
-- Co-owner of an 8 year business
⨠ lack of contract
⨠ lack of accounting
⨠ contentious suit re: valuation / payments
Dinsmore & Shohl LLP | The Jointly Owned Business
Current success in
negotiating exit sale
⨠ Involvement of counsel for each side
⨠ Involving accounting and insurance professionals
Profitably exiting your partnership
Dinsmore & Shohl LLP | The Jointly Owned Business
Rick PorotskyPartner, Dinsmore & Shohl LLP
richard.porotsky@dinsmore.com
Warner OffPartner, Dinsmore & Shohl LLP
warner.off@dinsmore.com
Mark HomerCEO, Get Noticed Get Found
mark@gngf.com
Jabez LeBretCIO, Get Noticed Get Found
jabez@gngf.com
Dinsmore & Shohl LLP | The Jointly Owned Business
Learn more at:
dinsmore.com
gngf.com