As a client of Spiegel & Utrera, P.A. you have the opportunity to benefit from our wealth of information, business experience, expert legal advice and services. Your corporation's ownership structure is of particular concern and requires special attention right from the beginning.

When two or more people join together and begin a business venture their intent can usually be summarized as follows: To provide a product or service that will fill a need in the marketplace and allow them to profit from the undertaking.

In pursuing this goal, they will inevitably face special situations that can get a little sticky. (We won't bother providing examples here, you can probably think of several on your own and may have experienced a few.) The point is that every joint undertaking, whether in the form of a corporation or otherwise, should have a written agreement executed between the principals involved.

We call this a SHAREHOLDERS RESTRICTIVE AGREEMENT.

Just look at it's many possible provisions:

Provides a frame work for the settlement of disputes between shareholders.

Prevents a shareholder from selling his stock to a third party without first offering it to existing shareholders.

Providing a framework for the purchase of stock by the remaining shareholders in the event a shareholder dies.

Preventing a shareholder from competing against the corporation both now when he is a shareholder and for two years after leaving the corporation.

Requiring shareholders to maintain the confidentiality of all customer names and other corporate records.

Preventing a shareholder from impairing the goodwill of the corporation.

Preventing a shareholder from soliciting customers of the corporation for new corporation business.

Providing for the indemnification of the shareholders in their capacity as officers and directors of the corporation.

Obviously, this is a very thorough and legally binding agreement. It is drafted by attorneys and used by business owners such as yourself.

But there's an added benefit!

As mentioned before, as a client of Spiegel & Utrera, P.A. you have direct access to our attorneys for assistance in your particular situation. We will work with you on an individual basis to CUSTOMIZE the agreement and address your specific concerns. For instance, you can spell out the contributions of capital, labor or both expected of each shareholder.

You tell us what you want and we'll put it in it's proper form! This agreement is very versatile and an absolute necessity for a company with multiple shareholders. Remember the old adage, "An ounce of prevention is worth a pound of cure."

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Miami

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Miami, FL 33145
Toll Free: (800) 603 - 3900
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Natalia Utrera, Esq.,
Managing Attorney

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New York, NY 10038
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Nicolas Spigner, Esq.
Managing Attorney

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Clifton, NJ 07013
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Sandy A. Adelstein
Managing Attorney

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Los Angeles, CA 90045
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Fax: (310) 258-9400
Nicolas Spigner, Esq.
Managing Attorney

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Dover, DE 19901
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(302) 744-9800
Fax: (302) 674-2100
Courtney Riordan, Esq.
Managing Attorney

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(702) 364 2200
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Joel S. Beck, Esq.
Managing Attorney

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Continental Office Plaza, Suite L12
2340 Des Plaines River Road
Des Plaines, IL 60018
Toll Free: (888) 514-9800
(312) 443-1500
Fax: (312) 443-8900
Michael C. Welchko, Esq.
Managing Attorney

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Natalia Utrera, Esq.,
Managing Attorney

STARTING A BUSINESS

There are many benefits to starting a business and incorporating. Some of the benefits of starting a business include protection of your personal assets, ease of raising capital, gain anonymity, available tax benefits and more!

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