Business Counseling

From incorporating a business to drafting ironclad contracts, from shareholder agreements to due diligence investigations, from international loan agreements to asset purchases, we set companies up for success.

Recent Successes

• Drafted regulatory-compliant operating agreements for a multinational, multi-exchange trading conglomerate, including the set-up of Delaware limited liability companies and provisions for holding and netting companies, as well as provided assistance with the exchange’s approval process.
• Prepared corporate bylaws, share purchase agreements, and a shareholder agreement for a Chicago-based energy bar maker, as well as drafted manufacturing and packaging agreements with our client’s supply-chain partners. This client is now a recognized nationally available brand.
• Created a U.S.-based subsidiary of a Venezuelan media company. When our client wished to expand its media business operations in the United States, we created a wholly owned subsidiary, organized under the laws of the State of Delaware, and filed all necessary paperwork with state and federal entities. We also drafted all necessary internal governance documents for the company.
• Composed a $2 million share purchase agreement between a forex company and its investor.
• Guided a Chicago-based company through the process of reorganizing and incorporating in Indiana for its more favorable tax climate. We created an entirely new Indiana entity, initiating a merger of the Illinois entity into the new Indiana corporation through a share-for-share exchange.
• Investigated and identified embezzlement by a director of a proprietary trading firm and subsequently recovered $450,000 in stolen funds and real estate. While our client initially suspected the director had stolen approximately $100,000 from the company, our investigation revealed the scope of the fraud to be much larger. Within 24 hours of being retained, we conducted an on-site forensic investigation, obtained a signed confession from the embezzler, and located the stolen assets. Within days we initiated a civil suit and obtained injunctive relief to freeze the assets of the former director and family members to whom he had transferred stolen funds. He was subsequently arrested, charged with wire fraud, and sentenced to three years in prison.
• Represented a proprietary trading firm trading in U.S. and international markets in its registration with the Illinois Secretary of State and the Chicago Mercantile Exchange.This included drafting articles of organization and operating agreements for the parent company and its affiliate entities.

Paving the Path to Resolution

We were retained by the half-equity partner in a multimillion-dollar proprietary trading company who wished to remove his partner by invoking a “shotgun” provision contained in his company’s limited partnership agreement.

In order to accomplish our client’s goal, we worked closely with him to determine a value for the company, draft the terms a buy-sell agreement, and executed the transaction. Our client ultimately bought out his partner’s interest and obtained sole control of the company.