The Elements

By  Scott D. Calhoun   |   May 2, 2016

Business Formation & Operational Issues – When to Call the Lawyer?

Categories: Business Model, Operational Effectiveness, Practice Management, Succession Plan

I am often called to consult with business owners about questions dealing with the structure or organization of their business entity. These questions typically involve issues related to:

  • The formation of the entity
  • Structure and relationships of co-owners
  • Continuity of the business

Although these issues can often be resolved favorably, a positive result may depend on when you call the lawyer.

Establishing a new business entity is normally a straightforward process, but the details are not to be taken lightly. Documents have to be prepared properly, signed appropriately and filed timely. Having competent counsel is important even for these basic procedures – just as investors benefit from a financial advisor’s experience even when their goal is simply to invest in mutual funds. And timing can be just as important.

Legal Advice: It’s All in the Timing. 
Timing is even more critical when addressing issues affecting the respective rights and obligations of business partners. More than once, I have had to deal with business partners wanting advice on how to deal with buy-sell or management dispute issues after a situation has developed. Waiting until the issue arises makes finding a mutually acceptable solution significantly more difficult.

The time to address these issues is up front. The business partners should consider how they will deal with the death of one of the partners, or with a decision by one of the partners to leave, or with designation of management responsibilities.


There are various alternatives for each of these issues, and decisions are much easier when made early on. The partners will be much more likely to be on the same page or in a mindset of finding agreement. If they wait until a problem arises, solutions are more difficult and the process can be hampered by history or a sense of a need to win.

The same considerations apply to issues affecting business succession and continuity. These issues may not arise at the time the business is being organized, but they deserve attention as early as they appear. Succession and continuity issues may impact management decisions – a company being positioned for sale to outsiders will be managed differently than one being groomed for family succession. Legal structures and transactions are integral to these decisions.

What’s my point here? Legal advice is more effective (and often much less expensive!) when the lawyer has the chance to deal with questions before the issues surface. That means the best time to call is when the company is formed, or when new partners are brought in, or when ownership begins discussing succession plans.

But no matter what, it’s always better to call prior to circumstances developing into a dispute. Remember, your lawyer can be your friend before problems ever arise.

 Scott D. Calhoun
Legal Counsel

Scott serves as Ironstone’s legal counsel and has more than 25 years’ experience in corporate law. He has a broad base of experience in the formation and structuring of all types of business entities and non-profit organizations as well as in mergers and acquisitions.

Scott advises clients on a full range of business matters, including business entity formation, securities offerings, trademark registration and related agreements, lease negotiations, stock or asset acquisitions, employment agreements, partnership agreements, franchise agreements and related issues, secured lending or other financial transactions, shareholder agreements, and LLC operating agreements. Mr. Calhoun also has significant experience with estate planning, wills and trust drafting, and estate administration.

Mr. Calhoun has served as general corporate counsel for a large number of small and medium size businesses. As corporate counsel, he advises clients on the full range of business legal matters described above, and he also consults on general business issues faced by those clients. His counsel also includes planning and implementation advice concerning asset protection and business succession issues, which often entails proper use of trusts and other planning vehicles.

In the broader area of estate planning, Scott has significant experience with estate tax matters, drafting of wills, life insurance trusts, and other estate planning documents, and estate administration.

Leave us a comment, get our blog posts delivered by email, or email the Ironstone Team.

We would love to hear from you!

  • This field is for validation purposes and should be left unchanged.


Andrea Schlapia
Organizational Development and Human Capital
Connie Deianni
Mentoring and Employee Engagement
Guest Blogger
Practice Management
Dr. Heidi Maston
Organizational and Educational Leadership
Joe Kuhns
Strategic Partner
Judith Bowman
Business Protocol
Laura Garfield
Idea Decanter Co-Founder
Marsha Schechtman
Strategic Partner
Mighty 8th Media
Strategic Partner
Nicole Anglace
Special Projects
Ruthann P. Lacey, P.C.
Elder and Special Needs Law
 Scott D. Calhoun
Legal Counsel
Sharon Gottula
Idea Decanter Co-Founder
Strategic Partner
Practice Management


Thanks for your inquiry!

We will be contacting you shortly. In the meantime please feel free to connect with us on social media and explore our blog posts.

Ironstone understands the importance of protecting your privacy. We will not sell, rent or give your name or address to anyone.

Latest Blog Article

Business Dining Tips: How to Wine and Dine Your Way to the Deal 

Advisors and business professionals at all levels have long-held the notion that wooing prospective new hires and closing a deal over lunch is extremely effective. However, I am thrilled to tell you there is now evidence to support this belief, according to Lakshmi Balachandra, a Harvard fellow. Inside the Dining Research Ms. Balachandra’s work subjected […]

Read More>