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The Jointly Owned Business: Working with Partners: Achieve Stability & Avoid Common Pitfalls. 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.
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The Jointly Owned Business: Working with Partners: Achieve Stability & Avoid Common Pitfalls Dinsmore & Shohl LLP | The Jointly Owned Business
Rick PorotskyPartner, Dinsmore & Shohl LLP Warner OffPartner, Dinsmore & Shohl LLP Mark HomerCEO, Get Noticed Get Found JabezLeBretCIO, Get Noticed Get Found Dinsmore & Shohl LLP | The Jointly Owned Business
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? We’ll help you think about
The Importance of a Proper Agreement Lack of a proper agreement among owners causing initial problems Real example: Get Noticed Get FoundDifficulties caused by lack of agreement Dinsmore & Shohl LLP | The Jointly Owned Business
What happens when someone needs to leave? Dinsmore & Shohl LLP | The Jointly Owned Business
Leaving Partner Other Partners Perceived Value of the Business Dinsmore & Shohl LLP | The Jointly Owned Business
Real lawsuit: Vague agreement and misunderstanding Some issues could have been prevented Dinsmore & Shohl LLP | The Jointly Owned Business
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 Dinsmore & Shohl LLP | The Jointly Owned Business
Rick PorotskyPartner, Dinsmore & Shohl LLP richard.porotsky@dinsmore.com Warner OffPartner, Dinsmore & ShohlLLP warner.off@dinsmore.com Mark HomerCEO, Get Noticed Get Found mark@gngf.com JabezLeBretCIO, Get Noticed Get Found jabez@gngf.com Dinsmore & Shohl LLP | The Jointly Owned Business
Learn more at: dinsmore.com gngf.com Dinsmore & Shohl LLP | The Jointly Owned Business