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Practice Areas Business Organizations

Business Organizations

Strategic joint venture and LLC counsel for developers, investors, and operators.

Practice Area Introduction

We help developers, operating businesses, founders, family businesses, sponsors, and strategic investors deploy partnerships, joint ventures, and limited liability companies to create competitive advantage. Our work includes forming, structuring, negotiating, and advising real estate development partnerships, growth-oriented operating joint ventures, investment funds, and special purpose investment vehicles for targeted acquisitions. We reorganize closely held companies for generational transfer and strategically advocate for clients facing ownership disputes and “corporate divorces” through enforcing contract rights and negotiating buy-outs grounded in the governing documents. We approach every project with the premise of purposeful clarity, writing and negotiating agreements that balance control, capital preservation and appreciation, and tax efficiency from day one through exit. Clients choose this team for senior attention and repeatable outcomes: entities that raise capital smoothly, withstand diligence from strategic buyers and lenders, and consummate orderly and fruitful exits without renegotiating the foundation.

Our Expertise

We build and reorganize corporate and pass-through entities for new ventures and established companies, aligning ownership, economics, and decision rights with business reality. From the first conversation about control and capital to the signature at exit, we translate business goals into clear terms that perform in operations, due-diligence, and dispute. Our lawyers structure complex capital stacks, distribution waterfalls, and governance mechanisms across partnerships, joint ventures, and Virginia and Delaware limited liability companies, and advise on reorganizations of corporate groups and affiliates. We regularly prepare and negotiate operating, partnership, and shareholder agreements, buy-sell arrangements, investor side letters, subscription agreements, securities purchase agreements, and tax-sensitive provisions that allocate risk and reward among founders, sponsors, and passive investors. Our lawyers are well-versed in the startup/venture capital forms produced by the National Venture Capital Association (NVCA), the Y Combinator SAFE forms, and newer model agreements that are emerging in the startup ecosystem.

The team brings decades of transactional leadership across industries central to the Mid-Atlantic economy and beyond, including advanced manufacturing, maritime services, SaaS and mobile app developers, data brokers and aggregators, digital listings platforms, construction and heavy equipment manufacturers and distributors, life sciences startups and CROs, real estate development and leasing, media, healthcare, and government contracting. We regularly: structure joint ventures between public companies, private equity sponsors, and founder-owned operators; prepare and negotiate terms such as investor rights, preemptive rights and anti-dilution protections, tag-along and drag-along provisions, and deadlock resolution tools such as buy-sell options, baseball arbitration, and Texas shoot-outs; craft tax-sensitive distribution and allocation terms for partnerships and LLCs; coordinate private offerings under Regulation D and Rule 506 to raise growth capital; and align equity compensation, profits interests, and carried interest programs for compliance with Section 409A and Section 83.

Legal expertise that translates into practical business guidance

Our team has a deep understanding of the LLC and partnership statutes of Virginia, Delaware, and other states as well as court decisions relevant to LLCs and partnerships.  Our attorneys can speak plainly and cogently about tax consequences and options for structuring of joint ventures.  Our Joint Venture and LLC practice group includes one of the original co-authors of Virginia’s Limited Liability Company Act and counts multiple partners as Fellows of the American College of LLC and Partnership Attorneys.  The practice group then translates this legal and tax expertise into actionable, effective, and sophisticated advice to developers, investors, and operators for pursuing projects and investments and running businesses.

Good governance is a competitive asset

We create board and manager structures that fit the business, with clear information rights, consent thresholds, and veto lists that prevent gridlock and allow for efficient management while protecting essential interests. Our agreements plan for key-person changes, non-compete and confidentiality obligations, dispute escalation, and special matters such as related-party transactions, material contracts, budget approval, debt incurrence, and change of control. When ownership needs to evolve, we guide redemptions, cross-purchases, and recapitalizations that minimize tax friction and preserve relationships.

Integrated solutions

Our corporate, tax, finance, real estate, employment, and benefits lawyers collaborate to ensure the governing documents match the client’s commercial reality. We negotiate JV-critical supply, distribution, SaaS, purchase, licensing, and services agreements with indemnity, insurance, limitation of liability, and IP ownership terms that are clear, reflect the business deal, and allocate risk in an advantageous manner. For operating companies, we align governance with compliance regimes in areas such as government contracts, environmental permitting, data privacy, and IP protection.

Our Approach

We start with the deal thesis and the people who are invested in it. Then we translate that thesis into clear, enforceable terms that anticipate future capital raises, key hires, deadlocks, transfers, and exits. Our team counsels on fiduciary duties and corporate formalities, builds governance that enables decisive action, and calibrates information and veto rights to protect minority investors without stalling operations. Because most joint ventures are built to transact, we design joint ventures and LLCs with the next merger, acquisition, or divestiture in mind, coordinating with tax and benefits lawyers to avoid value leakage and with industry counsel to capture regulatory or licensing requirements.

How We’re Different

Global and National JV Reach

Guided U.S. and international media companies, nationwide construction and equipment platforms, and partnerships for operating businesses and investment vehicles.

Closely Held Company Specialists

We unite complex M&A insight with pass-through tax and governance expertise.

Outside Counsel, Inside Operations

As outside counsel for LLCs, we draft governance and mission-critical contracts aligning operations and risk.

End-to-End Midmarket Counsel

One team for ventures, acquisitions, capital raises, and master commercial agreements.

Experience at the Table

Seasoned partners lead matters and share insights from publishing and speaking.

How We’re Different

Global and National JV Reach

Guided U.S. and international media companies, nationwide construction and equipment platforms, and partnerships for operating businesses and investment vehicles.

Closely Held Company Specialists

We unite complex M&A insight with pass-through tax and governance expertise.

Outside Counsel, Inside Operations

As outside counsel for LLCs, we draft governance and mission-critical contracts aligning operations and risk.

End-to-End Midmarket Counsel

One team for ventures, acquisitions, capital raises, and master commercial agreements.

Experience at the Table

Seasoned partners lead matters and share insights from publishing and speaking.

Key Takeaway

Our mix of M&A leadership, private capital transaction and investment work, and deep partnership LLC tax knowledge allows us to surface issues before they become disputes and to build durable structures that facilitate financing and exit.

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