Small and medium size businesses many times have difficulty in dealing with Board composition.  Before a board of directors can be effective, the make-up of the board must be sound.  A solid board of directors means effective decisions by a board to reach the owners’ goals.


The same holds true for Members under an LLC or partnership.  Having a sound Operating Agreement is key not only for how to manage and operate the business, but for member voting and control, estate planning, and business divorces, to mention just a few.   Some of the hardest decisions for a business in developing effective governance involve:

  • Minority Shareholder Rights
  • Finding Qualified Directors
  • Internal Directors versus Outside or Independent Directors
  • Board/Officers/Executive Responsibilities
  • Director Compensation: Monetary and/or Equity
  • Control Issues
  • Strategies of Cumulative Voting versus Statutory Voting
  • Balancing Concerns of Shareholders, Investors, Employees, and Officers
  • Tag, Drag Along, Piggyback Rights

Stucki ♦ Legal, PLLC strategizes with and assists companies to develop effective governance tools and enhance the company’s growth goals. We also can provide legal services in all types of merger and acquisition activities, including the following:

  • Acquisitions
  • Mergers
  • Sales
  • Divestitures
  • Spin-offs
  • Going-Private Transactions
  • Reorganizations
  • Change of Control

Our firm provides comprehensive legal guidance on the following transactions:

  • Advice on Deal Structure
  • Advice on Organizational Structure
    • Corporations
    • Limited Liability Companies
    • Professional Organizations
    • Nonprofit Organizations
    • Other Types of Business Organizations
  • Drafting and Negotiation off:
    • Asset, Stock, Membership, and Partnership Interests
    • Purchase and Sale Agreements
  • Drafting and negotiations of Business Documents, including the following:
    • Employment Agreements
    • Director and Boardroom Agreements
    • Proxy and Voting Trust Agreements
    • Bills of Sale and Assignments
    • Non-Compete Agreements
    • Non-Disclosure Agreements
    • Consulting Agreements
    • Transition Agreements
    • Promissory Notes
    • Security and Pledge Agreements
    • Independent Contractor Agreements

For help with Company Governance, merger and acquisition matters, or business agreements, contact Stucki ♦ Legal, PLLC