Business Transactions, Partnerships and Entities

Countless decisions shape the opportunities and challenges of a deal or new venture. Outside-the-box problem solving can overcome a tough impasse and get the deal done….

A promising opportunity is just the beginning. Wolf Wallenstein’s transactional lawyers advise, negotiate and prepare final agreements that withstand the test of time.  Successful dealmaking requires in-depth understanding of the must-haves and challenges for all stakeholders, a keen eye for legal, financial, and personal details that can shape the parties’ futures. Corporate succession and other contingency planning is key. What will happen if one of the co-owners becomes incapacitated or dies? Will it be acceptable to be partners with a partner’s heirs? Where our clients have business dealings with a family member, or with people with whom they may live or share a business, real property, or intellectual property, we can help implement clear contracts for protection against the “what-ifs.”

We represent companies ranging from early-stage startups to established multinational enterprises and their executives, as well as individual entrepreneurs and investors, in structuring numerous types of entities and agreements.  We have successfully led and facilitated corporate restructuring, and have worked closely with partners and family members as appropriate to achieve mutually beneficial results with minimal acrimony. We can help make financial dealings with a close friend or relative much less confrontational and much more comfortable.

Clients rely on us to provide responsive and well-informed counsel and clear documents that advance their interests and prevent costly and disruptive future disputes. Members of our Business Transactions practice have successfully handled:

  • Business purchase and sale agreements
  • Joint venture formation
  • Operating agreements
  • Shareholder agreements
  • General and Limited partnership agreements
  • Private placement Memoranda and Subscription Agreements
  • Opinion letters
  • Loan and other debt financing documents
  • Limited liability company formation
  • Corporate formation and maintenance
  • Employment agreements
  • Executive compensation agreements
  • Consulting contracts
  • Licensing agreements
  • Software and other service agreements
  • Intellectual property contracts

Our attorneys have experience in negotiating, litigating and settling real estate disputes including purchase and sale, specific performance, property boundaries, noise and nuisance, title, homeowner association and CC&R issues, earth movement (landslide), diminution in value, breach of leases and other landlord/tenant matters including retaliatory eviction, partnership and shareholder disputes, contractual disputes, contractor problems, mechanics liens and construction defects, bad faith breach of contract (covenant of good faith and fair dealing), fraud, fraudulent conveyance, lender liability and breach of fiduciary duty.

Our experienced attorneys can help with all your documentation, including:

Purchase and Sales Transactions

Limited Partnership Agreements

Partnership Joint Venture Agreements

Limited Liability Company Operating Agreements

Co-Ownership Agreements

Loan Documents and Lender Opinion Letters

Deeds and Easements



Mechanics’ Lien Rights

Construction Contract

Estoppel, Subordination and Non-Disturbance

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