§ Practice area 09
Business formation and transactions
Most business disputes trace back to a document that was never written, or was written badly. Andre forms companies, drafts the agreements that govern them and reviews the contracts they sign, so the terms are clear before anyone needs to enforce them.
Documents written by a litigator
Having spent a decade litigating what happens when agreements fail, Andre drafts them differently: with the dispute in mind. Operating agreements that actually say what happens when a member leaves or stops contributing. Buy-sell provisions with a workable valuation method. Service agreements with payment terms a court can enforce and a fee clause for when it has to.
The firm forms Florida and Delaware entities, prepares equity and option documents, papers asset purchases and business sales, and reviews commercial contracts for a fixed fee quoted in advance. Many clients are Russian-speaking founders starting or acquiring a business in Florida, who want every term explained in their own language.
Matters we handle
- Formation of Florida and Delaware limited liability companies and corporations
- Operating agreements, shareholder agreements and buy-sell provisions
- Asset purchase and business sale agreements
- Stock option plans, option grants and other equity documents
- Service, vendor and independent contractor agreements
- Non-compete, non-solicitation and confidentiality agreements
- Commercial lease review and lease assignments
- Fixed-fee review of contracts before you sign
How an engagement moves
From the term sheet to the signature.
- 01
Goals and terms
What the deal must achieve, where the risk sits and what a fair term sheet looks like.
- 02
Drafting
Documents written in plain language, with the provisions that matter when something goes wrong.
- 03
Negotiation and signing
Redlines, explanations of every change and a closing that leaves no loose ends.
- 04
Keeping it current
Annual filings, amendments and updates as the company grows — or ongoing general counsel on a subscription.
Common questions
What founders ask first.
Florida or Delaware?
For most Florida businesses with Florida owners, a Florida entity is simpler and cheaper to maintain. Delaware makes sense when investors expect it or the company plans to raise institutional capital. We walk through the trade-offs before filing anything.
I am the only owner. Do I still need an operating agreement?
Yes. Banks, landlords and buyers will ask for it, and it is the document that shows the company is separate from you — which is the point of forming it.
What does a contract review cost?
A fixed fee quoted after a quick look at the document and the deal. You know the price before any work begins, and the review ends with a written summary of the risks and the changes to request.
Can the firm be our ongoing counsel?
Yes. Companies with steady legal needs retain the firm as outside general counsel on a monthly subscription, which covers the contracts, governance and day-to-day questions as they arise.
Starting, buying or papering a business?
Send the draft or the plan. Fixed fees for contract review, in English or Russian.