Business, Banking & Corporate
Entity formation, contracts, mergers and acquisitions, secured lending, and commercial disputes for closely held businesses and financial institutions.
What is business, banking & corporate?
Corporate law is the body of laws, rules, regulations, and practices governing the formation and operation of corporations and other business entities. Banking law governs how banks and other financial institutions conduct business, including lending, secured transactions, collections, and regulatory compliance.
Counsel for the businesses of the Northland
We work to provide solutions for your business and financial needs: from the first decision about what entity to form, through growth and lending, to the eventual sale or transfer to the next generation.
Ron Mullennix served as general counsel to William Jewell College for 30 years and has spent decades on business succession for closely held companies. Isaac Ames holds both a J.D. and an M.B.A. and previously ran businesses of his own.
Formation and governance
Entity selection and formation, articles and bylaws, operating agreements, shareholder and partnership agreements, buy-sell provisions, corporate records and annual maintenance, and employment agreements and policies.
Transactions
Contract drafting and negotiation, mergers and acquisitions on both the buy and sell side, asset and equity purchase agreements, commercial leasing, secured lending and loan documentation, and business succession planning.
Banking and enforcement
We represent financial institutions on loan documentation, perfection and enforcement of security interests, workouts, collections, replevin, and foreclosure. We also represent borrowers on the other side of those same questions.
When things go wrong
Business divorce and owner disputes, breach of contract, corporate fraud, non-compete and trade secret matters, and commercial collections. Our litigators try these cases in state and federal court in both Missouri and Kansas.
Common questions
Should my business be an LLC, an S corporation, or something else?
Entity choice turns on how many owners there are, how profits will be distributed, whether you plan to bring in investors or family members, how you want to be taxed, and what happens when an owner leaves or dies. An LLC offers flexibility and simpler governance; an S corporation can produce payroll tax advantages in the right circumstances; a C corporation suits businesses raising outside capital. The tax answer and the legal answer are not always the same, and we work alongside a client's accountant rather than around them.
Do I really need an operating agreement if I own the whole company?
Yes, for two reasons. It reinforces the separation between you and the entity that protects your personal assets, and it settles in advance what happens on your death or incapacity; otherwise your family may need a court's help to keep the business running. For multi-owner companies, the operating agreement or shareholder agreement is the single most important document you will sign, because it governs the disputes you cannot currently imagine having.
What is involved in buying or selling a business?
Typically a letter of intent, a due diligence period, and then a purchase agreement structured as either an asset sale or an equity sale. That distinction materially changes tax treatment and which liabilities transfer. Along the way there are usually questions about assigning leases and contracts, employee retention, non-competes, financing, and how much of the price is held back or paid over time. We handle transactions on both the buy and sell side.
Do you represent banks and lenders as well as borrowers?
Yes. We prepare and review loan documentation, perfect and enforce security interests, and handle workouts, collections, replevin, and foreclosure. We also represent borrowers negotiating credit facilities and restructuring existing debt.
Talk with a lawyer who knows this community.
Tell us what you are facing. We will point you to the right attorney and explain your options in plain language. No obligation.