Transactions, Governance & Business Disputes

Mergers and Acquisitions

Finkel Associates advises buyers, sellers, founders, and investors on business acquisitions, sales, mergers, and other strategic transactions. The work covers deal structure, letters of intent, due diligence, definitive agreements, and closing.

The firm drafts and negotiates asset and equity purchase agreements, merger agreements, disclosure schedules, and related documents. Negotiations address purchase price adjustments, representations and warranties, closing conditions, indemnification, escrows, earn-outs, and transition arrangements. These terms are evaluated against the economics of the deal and the risks identified during due diligence.

Legal representation from offer through closing ↗

Investment and Financing

The firm advises businesses, investors, and lenders on equity and debt financing. The work includes negotiating investment terms and documenting capital contributions, debt obligations, security interests, repayment terms, and covenants. Advice addresses the effect on ownership and control, as well as the parties’ rights if obligations are not met.

Commercial Agreements

Finkel Associates drafts, reviews, and negotiates commercial agreements, including service, supply, distribution, and licensing contracts. The firm turns business terms into clear obligations covering performance, payment, confidentiality, intellectual property, risk allocation, termination, and dispute resolution.

Advice addresses how the agreement will operate, whether the client can meet its obligations, and the consequences of a breach or early termination.

Contract review, drafting and negotiation ↗

Business Formation and Corporate Governance

The firm advises on entity selection and formation, organizational documents, and the governance of existing businesses. Advice covers management authority, voting procedures, approvals for significant decisions, and the roles of owners, directors, and managers. The aim is to establish clear authority and procedures for making decisions as the business develops.

Shareholder and Operating Agreements

Finkel Associates drafts and negotiates shareholder, partnership, and LLC operating agreements. These agreements define capital contributions, economic rights, management responsibilities, transfer restrictions, and the terms on which an owner may join or leave the business. They also address deadlocks, buy-sell arrangements, valuation procedures, and future capital needs.

Minority Investor Protections

The firm helps minority investors negotiate protections when acquiring an interest or revising an ownership agreement. Depending on the transaction and entity structure, these may include information rights, participation in governance, consent rights over significant decisions, preemptive rights, distribution provisions, and rights to participate in a sale.

The aim is to establish the investor’s rights before a dispute arises and assess how those rights will operate if ownership, management, or the company’s financial position changes.

For disputes over existing rights, see Minority Owner Rights ↗.

Ownership Transfers and Succession

The firm advises on transfers of business interests, ownership transitions, and the corporate arrangements needed for business succession. The work includes transfer terms, required approvals, buyout obligations, and continuity of management, taking into account the departing owner’s interests and the needs of the continuing business.

Business Divorce

When owners can no longer work together, a separation must address control, valuation, and the company’s continuing obligations. Finkel Associates advises on negotiated separations, buyouts, ownership transfers, and dissolution disputes.

Advice begins with the governing agreements and the history of the owners’ relationship. The firm assesses exit rights, valuation, management authority, and the consequences of negotiation or litigation for the owners and the business.

Business conflict representation ↗

Shareholder and LLC Member Disputes

The firm represents clients in disputes among shareholders, LLC members, managers, and controlling owners. Matters may involve voting rights and control, distributions, access to company information, related-party transactions, or alleged breaches of fiduciary duties or ownership agreements.

The firm evaluates the entity’s structure, governing law, and evidence to assess claims, defenses, and remedies. That assessment, together with the client’s commercial objectives, guides litigation and settlement strategy.

Minority Owner Rights

Finkel Associates advises minority owners whose investment or participation in a business is threatened. Disputes may involve exclusion from decision-making, denied access to books and records, dilution, withheld distributions, or alleged breaches of agreements or duties by controlling owners.

The firm assesses how to enforce existing rights through information demands, negotiated protections, buyout discussions, or litigation. The available rights and remedies depend on the entity, its governing documents, and applicable law.

For protections negotiated as part of an investment, see Minority Investor Protections ↗.

Breach of Contract and Commercial Litigation

The firm represents clients in commercial contract disputes involving performance, payment, termination, and risk allocation. The work includes evaluating claims and defenses, negotiating resolutions, and pursuing or defending litigation when appropriate.

Advice takes account of the contract language, the evidence, the relief sought, and the likely costs and business consequences. Clients receive an assessment of their legal position and options for proceeding.