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Business Divorce in Family Owned and Other Closely Held Private Companies

The number of private companies in the U.S. continues to grow, and this growth curve has resulted in an increase in conflicts and litigation among business partners. Much of this conflict could be avoided if potential partners would engage in planning and then enter into agreements between them that address issues related to both corporate governance that more clearly define their roles in the business and also provide for the exit of a partner from the company. In partners decline to adopt bylaws or LLC agreements spelling out their roles in management, and they neglect to enter into buy sell agreements that provide for partner exits, we can expect that Business Divorce litigation will remain a hot topic for years. In the private company context, this is likely to involve additional cases presenting breach of fiduciary duty claims under the derivative statute that applies to closely held Texas companies.

Business Drafting To Maintain the Separate Property of the Involved Entities

Any attorney assisting his or her client with estate planning documents needs to be aware of the potentially hidden land mines associated with marital property issues. This is particularly true because divorce professionals often find themselves unraveling, or attempting to unravel, a myriad of trusts and entities formed by clients with the help of their estate planning attorneys. This paper addresses the marital property issues that can arise in various estate planning documents and also describes some of the challenges that divorce professionals may make to trusts and entities and how to limit the effectiveness of those challenges.

Development of a Family Business Objectives Statement (AKA Family Business Mission Statement)

This paper contains a checklist of questions to ask of clients forming a family business.

Setting the Stage for Planning with the Family Business Owner | Choosing a Business Entity in Today's Business World

Taxes, liability protection, and other considerations have caused the choice of business entity by a new business owner, or an existing owner, to be an issue requiring competent advice from the business owner’s lawyer and accountant. Only after understanding all of the goals and plans of the business owner, both short term and long term, can a business owner’s advisors recommend to him or her the proper entity for their business operations. This outline is intended to raise the issues for a business owner to consider – not to provide answers. Only after a thorough analysis and review can the answers be provided by the business owner’s advisors.

Tough Discussions for a Family Owned Business Tax Free Division - Family Business Succession Planning

Family business succession planning is the cornerstone of any successful family business owner’s estate plan. As is often the case, however, planning for the intergenerational transfer of ownership and control of the business becomes complicated by the intra-generational conflicts of the business owner’s heirs. These conflicts among members of the second generation, if severe enough, can render the effective management of the business by the second generation virtually impossible, leading to a loss in productivity and profitability with a resulting decline in the enterprise’s value.

Cradle to Grave – the Impact of Family On the Business Development of a Family Business Objectives Statement (AKA Family Business Mission Statement)

This paper provides a checklist of question to ask the client regarding the purpose of the family business.

Tax Free Division – Family Business Succession Planning

These are the presentation slides.

Asset Protection Planning for the Family Business Owner: Strategic use of multiple types of entities and trusts to own and protect closely held family business holdings and related investments

There are multiple tax and legal issues that should be considered when selecting an entity for a proposed business operation or investment. Typically, the tax consequences of the proposed structure and the limited liability available to the owners of the structure are the principal considerations taken into account. However, there are multiple non-tax issues that should also be considered by a client‘s legal advisor when selecting an entity or structure to fulfill the client‘s immediate goals. While the tax and legal issues are significant, serious consideration should also be given to the long-term non-tax issues and estate planning opportunities that a successful entrepreneur will regret not having planned for if not addressed when the entity and/or structure was designed and implemented. As with any legal planning, one must plan for the unexpected. Thus, when choosing a legal entity or structure for the client, it is important that the legal advisor take into account unexpected contingencies, particularly personal marital and creditor issues that might arise in the future. This paper will focus on the planning opportunities available to address such issues with comprehensive business entity planning.