The Jointly Owned Business: Working with Partners: Achieve Stability & Avoid Common Pitfalls Dinsmore & Shohl LLP | The Jointly Owned Business.

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Presentation transcript:

The Jointly Owned Business: Working with Partners: Achieve Stability & Avoid Common Pitfalls Dinsmore & Shohl LLP | The Jointly Owned Business

Rick Porotsky Partner, Dinsmore & Shohl LLP Warner Off Partner, Dinsmore & Shohl LLP Mark Homer CEO, Get Noticed Get Found Jabez LeBret CIO, 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 Found Difficulties 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

Real lawsuit:  Vague agreement and misunderstanding  Some issues could have been prevented

 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 Dinsmore & Shohl LLP | The Jointly Owned Business

(Seriously…call your lawyer)  Individual vs. company issues  Formation issues  IP protection  And…

Documentation  Ownership  Voting/control  Exit rights  Valuation  Expectations/obligations Dinsmore & Shohl LLP | The Jointly Owned Business

Issues in Exiting the Combination 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 Porotsky Partner, Dinsmore & Shohl LLP Warner Off Partner, Dinsmore & Shohl LLP Mark Homer CEO, Get Noticed Get Found Jabez LeBret CIO, Get Noticed Get Found

Dinsmore & Shohl LLP | The Jointly Owned Business Learn more at: dinsmore.com gngf.com