Helped Clients Recover Over $25 Billion. Since 1979.
Helped Clients Recover Over $25 Billion. Since 1979.
A well-drafted agreement between co-owners is the foundation of any successful business. Whether you are forming a corporation, LLC, or partnership, a clear written agreement defines how decisions get made, how profits are split, what happens when a partner wants to leave, and how disputes are resolved. Without one, state default rules fill the gaps, and those rules rarely match what the owners actually intended.
Shareholder Agreement Drafting
For corporations with two or more shareholders, The Schenk Law Firm drafts shareholder agreements that address voting rights, share transfer restrictions, buy-sell triggers, dividend policies, and board composition. We tailor each agreement to reflect the actual deal between the parties rather than relying on boilerplate language.
LLC Member Agreement Drafting
LLCs are governed by their operating agreement, and the default rules under state law rarely reflect what the members actually want. The Schenk Law Firm drafts member agreements that cover capital contributions, profit and loss allocations, manager authority, voting rights, and procedures for admitting or removing members.
Partnership Agreement Preparation
General and limited partnerships governed by state partnership acts such as the California Revised Uniform Partnership Act need clear written agreements. We draft provisions covering partner duties, capital accounts, draw schedules, decision-making authority, and dissolution procedures.
Buy-Sell Agreement Structuring
A buy-sell agreement sets the price and process for transferring ownership interests when a co-owner dies, becomes disabled, divorces, or wants to exit. The Schenk Law Firm structures cross-purchase and redemption arrangements, selects appropriate valuation methods, and coordinates with any life insurance funding the buyout.
Dispute Resolution Provisions
Poorly written dispute provisions leave owners litigating for years. We draft mediation-first clauses, binding arbitration provisions, deadlock-breaking mechanisms, and forced buyout procedures so that co-owner conflicts can be resolved without destroying the business.
What happens if we never sign a formal agreement?
California’s default rules under the Corporations Code, the Beverly-Killea Limited Liability Company Act, or the Revised Uniform Partnership Act, or applicable laws in other states, will govern your relationship. Those rules treat all partners or members equally regardless of their actual contributions, give every member equal voting power, and can expose you to personal liability in ways a written agreement could have prevented.
How do we set a fair buyout price in advance?
The Schenk Law Firm can draft valuation formulas based on a fixed price updated annually, a multiple of EBITDA, book value, or an independent appraisal process. Choosing the right method depends on your industry, how the business generates revenue, and what the owners can agree on now, before emotions run high.
Can one partner block every business decision?
Voting deadlock is one of the most common reasons businesses fail. We draft supermajority requirements only for specified major decisions, create manager-managed LLC structures where day-to-day authority rests with a designated manager, and include tie-breaker procedures so operations continue even when co-owners disagree.
I want to bring in a new investor. What changes?
Adding a new equity holder may require amending the operating agreement or shareholder agreement, issuing new units or shares under a subscription agreement, and potentially federal and state filings if the issuance qualifies as a securities offering. The Schenk Law Firm handles all of these steps together.
What protections do minority owners have?
Minority shareholders in corporations typically have statutory rights including the right to inspect books and records, cumulative voting rights in certain elections, and appraisal rights in specified transactions. For LLCs and partnerships, minority protections are almost entirely contractual, which is exactly why a carefully negotiated agreement matters so much.
Decades of Business Law Experience
David Lizerbram has been practicing law since 2002 and has guided hundreds of business owners through entity formation, co-owner agreements, and ownership transitions for decades. The Schenk Law Firm has operated in North Park, San Diego since 2005, serving businesses through every kind of market cycle.
Agreements Built for Real Disputes
The Schenk Law Firm drafts agreements with litigation in mind. Because we also handle business disputes, we know which vague provisions courts struggle to interpret and which clauses actually hold up. Our clients get agreements that work when the relationship is good and still work when it falls apart.
Full-Service Business Representation
From initial entity formation through buy-sell transactions and beyond, The Schenk Law Firm handles every stage of business ownership under one roof. Clients do not need to coordinate between multiple firms as their needs grow and change.
The Schenk Law Firm is based in San Diego’s North Park neighborhood and serves business owners throughout California and across the United States. Whether your co-owners are all local or spread across multiple states, we draft agreements that comply with the governing law of your entity’s home state and reflect the specific deal your ownership group has agreed to.
A shareholder, member, or partnership agreement drafted now can prevent disputes, litigation, and business failure later. The attorneys at The Schenk Law Firm work directly with co-owners to understand the full picture of your business before drafting a single clause. Contact us today to schedule a consultation.