Powers Law fields clients’ questions, puts them in context, then provides clarity. Transactional matters often include reviewing, negotiating, drafting, and/or editing contracts to protect clients’ interests. In case of disputes, we identify possible claims, defenses, and remedies. Our goal is to get clients through their matters quickly, thoroughly, and efficiently. The client comes first.
Areas Of Expertise
Entities must establish corporate formalities in order to protect personal and business assets. Business owners need to take steps to avoid being adjudged as by a fact finder to be an “alter ego” Powers Law protects clients by forming the legal foundation for entities with tailored operating agreements, buy-sell agreements, independent contractor agreements, employment agreements, employee handbooks and website policies.
A well-drafted contract is an asset and Powers Law drafts its clients’ contracts accordingly. The key to doing so is addressing contingencies, maximizing the upsides, minimizing the downsides, and generally protecting the clients’ duties and obligations.
Powers Law structures and negotiates contracts with suppliers, distributors, employees, employers, sales representatives, contractors and customers in a wide variety of industries. From negotiation to a simple review, or even disputes, Powers Law approaches contracts with experience and foresight.
A LLC’s operating agreement governs the relationship between members of an LLC. It also addresses such issues as membership percentages, management duties, member obligations, distribution of profits, voting rights, equity transfer restrictions, non-compete provisions, and dissolution procedures. Too often, LLCs operate either without an operating agreement, or with an agreement that is too limited in its scope, resulting in disputes and litigation. Powers Law’s operating agreements are tailored to fit the needs of each individual client.
A LLCs buy/sell agreement governs how a member’s share of the business will be reassigned - either to the company itself, third parties, or to the other partners- if a partner dies, becomes disabled, or otherwise leaves the business. The provisions of a buy/sell may be separate from or contained within the company’s operating agreement. Either way, its provisions must be consistent with the law and the operating agreement. Powers Law has guided numerous companies and individuals through the process of negotiating, drafting, and executing a buy/sell agreement.
Whether your business is preparing to enter into a contract or has already signed one, you may want an attorney to review it for options, duties, rights, obligations, and potentially hidden pitfalls. Powers Law reviews contracts with and provide detailed comments for clients. We even walk clients through a contract in order to and provide clarity on [complex] legalese.
Commercial Real Estate Leases/Purchases
Powers Law represents commercial property owners and tenants engaging in lease transactions, and draft and review commercial leases for a wide variety of uses. Real estate is an important economic driver, and opportunities still abound for investors. However, investors should obtain counsel before executing a real estate agreement. Representation includes but is not limited to negotiations, letters of intent, lease assignments, financing documents, lease amendments, and subleases.
Asset Purchase Agreements
Buying or selling a business is often memorialized through an asset purchase agreement, which allows buyers to purchase the specific assets of a business, absent liabilities or unimportant assets. Powers Law represents buyers and sellers through the transaction and negotiates, drafts, redlines, revises, and modifies contracts tailored to our clients’ needs and objectives.
Employment & Contractor Agreements
When a third party provides services to a company in exchange for payment, it can be as an individual W-2 employee, an individual 1099 independent contractor, or an entity 1099 independent contractor. Businesses, individuals and executives must protect themselves with custom-tailored, thorough agreements that protect their interests. Issues include but are not limited to method of payment, medical insurance, indemnification, protection of intellectual property, events of termination, incentive bonuses, and myriad other issues. Powers Law represents employers and employees/contractors by negotiating and drafting employment and independent contractor agreements.
Confidentiality & Non-Solicitation Agreements
Confidential and proprietary information is a valuable asset. A confidentiality and non-solicitation agreement protects those assets, which may include clients and/or employees. Actually, it is meant to deter signatories from breaching confidences and soliciting clients and/or employees by financial penalties. Powers Law assists clients’ on both sides of these agreements, and non-compete agreements.
Contracts establish duties, rights, and obligations of the signing parties. Unfortunately, disagreements often arise. Such disagreements, or disputes, can drain resources and energy, negatively impacting a company’s or individual’s profits. Disputes should be resolved as effectively and efficiently (especially cost-wise) as possible. Some disputes are honest disagreements, some deal with fraud in the inducement to the contract and some even take the form of an “efficient breach.” Powers Law resolves disputes for clients from a position of strength, in a cost-sensitive manner, with courtroom experience.
Arizona law generally enforces non-compete agreements to enforceable, but certain terms are adjudged on a case-by-case basis. Factors include the reasonableness of the terms (scope of time and distance), what work is precluded, and whether or not the subject of the non-compete has been effectively replaced. Powers Law has drafted non-competes to prevent competition, and also nullified them so that the client could get back to work.
Partnership/Joint Venture Agreements
When two or more people think they can team up on a money-making opportunity, some kind of partnership agreement may be required. A partnership agreements provides business owners to map out the scope of the management duties, how/when money will be moved, payouts, contributions, decision-making authority, profit-sharing, and other provisions for each of the partners. Failure to address these issues could lead to lengthy disputes which can destroy a business.
Website Terms and Conditions
Websites open up domain owners to liability. A well-drafted Terms and Conditions, which governs users’ access and use of websites, can eliminate or mitigate that liability.
Real Estate Contracts
Real estate is a major economic driver in Arizona and Powers Law has represented clients, including buyers and sellers, lenders and borrowers, landlords and tenants, and owners and renters, in a wide variety of transactions. Powers Law protects clients by drafting thorough contracts and providing clarity to clients about their duties, rights and obligations in real estate transactions.
Stock Purchase Agreement
A stock purchase agreement is an agreement that sets out the terms of the sale of shares from a seller (either the company or its shareholders) to a buyer. Whereas an asset purchase agreement conveys only the assets of the company and not the liabilities, a stock purchase agreement conveys the stock of a company from the seller (shareholder) to the buyer. The buyer in a stock purchase agreement takes its shares of the company with the company still on the hook for its liabilities.
Powers Law has negotiated and drafted numerous stock purchase agreements (and attendant financing documents) with a keen eye on protecting its client’s interests.
International contracts differ from U.S. domestic contracts in two significant ways:
(i) variations in language, culture, and legal heritage; and
(ii) jurisdictional provisions to address legal processes, litigation expenses, and enforcement of judgments. Provisions may include the parties waiving rights to argue about confusion of the language, or use dual-language contracts, which may require validation and certification. Contact our firm for elite legal assistance if you have a matter or matters involving international contract(s).