PRACTICE AREA
The most important governance decisions are often made long before a dispute arises. Ownership rights, management authority, transfer restrictions, voting control, fiduciary obligations, tax treatment, and succession planning all shape how a business operates – and what happens when circumstances change.
Dorwart advises businesses, founders, investors, owners, boards, and management teams on entity formation, governance, ownership structures, and organizational planning.
Our objective is simple: Create governance structures that protect the business, align incentives, and reduce the risk of future disputes.
Our objective is simple: Create governance structures that protect the business, align incentives, and reduce the risk of future disputes.
Many business disputes begin years earlier when governance documents fail to address foreseeable issues. Questions involving ownership transfers, management authority, consent rights, buyouts, succession, capital calls, or fiduciary obligations often become expensive problems because they were never clearly addressed.
Dorwart helps clients identify those issues early and build governance structures designed to withstand growth, transition, and change.
Our lawyers have advised clients on complex governance and restructuring matters at large national firms and bring that experience to businesses of every size.
We combine sophisticated legal analysis with practical business judgment and move quickly when clients need solutions. The result is governance advice that is thoughtful, tailored, and designed to support long-term business objectives.
Dorwart represented the majority owner of a company with $1 billion in enterprise value operating in the employment and staffing industry. The engagement involved a significant internal governance dispute concerning control of the business, management authority, and the way those rights would be reflected in the company’s governing documents.
The issues extended far beyond document drafting. Control of the company, management authority, ownership rights, and future decision-making authority were all at stake. Given the size and value of the business, mistakes in the governance structure could have created substantial financial consequences and future operational conflict.
Dorwart analyzed the applicable corporate laws, ownership structure, governance framework, and management dynamics to identify areas where future disputes could arise. Rather than simply documenting the client’s current objectives, we focused on addressing scenarios that had not yet occurred – but were reasonably foreseeable.
The team spent significant time evaluating governance issues the client had not previously considered, including future control questions, ownership transitions, consent rights, and management authority. The resulting governance documents were specifically tailored to the client’s circumstances rather than relying on standardized provisions.
The client emerged with governance documents designed to preserve control, reduce uncertainty, and provide clarity regarding future decision-making. The value was not simply legal compliance; it was creating a governance structure capable of supporting a billion-dollar business over the long term.
Advised clients on corporate restructurings designed to take advantage of favorable tax treatment, including F-reorganizations and other transaction structures commonly used in connection with mergers and acquisitions.
Structured ownership and governance arrangements designed to preserve eligibility for Section 1202 qualified small business stock treatment.
Advised buyers, sellers, and business owners on governance, ownership, and organizational issues arising during mergers, acquisitions, and change-of-control transactions.
Counseled businesses regarding entity selection, governance design, ownership structures, liability protection, management authority, and future investment considerations.
Experience and Insight for your most complex legal matters
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