Governance

We advise Florida businesses on the full range of governance and corporate structure matters, from drafting the foundational documents every business needs at formation, to restructuring ownership and resolving governance disputes when the structure breaks down. Good governance is not just documentation. It is the framework that determines how a business makes decisions, distributes value, and handles change.

The governance documents drafted at formation define what is possible years later when a partner wants out, an investor comes in, or a business decision creates internal conflict. Getting them right from the beginning is one of the most important legal investments a business can make.

• Operating Agreements defining ownership percentages, voting rights, profit distributions, management authority, and buyout procedures for every multi-member LLC.
• Shareholder Agreements defining equity ownership, voting rights, transfer restrictions, drag along and tag along rights, and exit provisions that protect every shareholder.
• Buy Sell Agreements defining what happens to an owner's interest when they die, become disabled, retire, or want to exit.
• Board and Management Structure advising on board composition, officer roles, management authority, and decision-making procedures.
• Equity and Ownership Restructuring as businesses grow, bring on investors, or shift strategy.
• Governance Disputes assessing and pursuing resolution of deadlocked decisions, authority disputes, and distribution disagreements.

The operating agreement is the foundational governance document for every LLC. It defines who owns what, who decides what, how profits are distributed, and what happens when a member wants out or something goes wrong. An LLC without a well-drafted operating agreement is operating with undefined rules that a court will fill in if a dispute arises.

We draft and review LLC operating agreements for single-member and multi-member LLCs, defining the ownership structure, voting rights, and exit procedures that protect every member and the business itself.

• Ownership percentages and capital accounts: clearly defining each member's ownership interest and how contributions and distributions are tracked.
• Voting rights and management authority: specifying which decisions require member approval and which are delegated to a manager or managing member.
• Profit distribution and draw procedures: defining when and how profits are distributed and what approval is required.
• Member removal, withdrawal, and buyout rights: establishing the procedures for handling a member departure before it becomes a dispute.

A buy sell agreement defines what happens to an owner's interest when circumstances force a change in ownership. Without one, the death, disability, divorce, or voluntary exit of an owner can create a forced sale at the worst possible moment, an unwanted co-owner, or a dispute that consumes the business while the transition is unresolved.

We draft buy sell agreements that define the triggering events, valuation methods, and purchase procedures that apply when an owner's interest needs to change hands, protecting the business and the remaining owners regardless of how the transition happens.

• Triggering events including death, disability, divorce, retirement, and voluntary exit, each defined with clear procedures that activate automatically.
• Valuation methods and appraisal procedures: establishing how the business is valued when the agreement is triggered so there is no dispute about price.
• Funding mechanisms including life insurance, installment payments, and other structures that ensure the buyout can actually be completed.
• Right of first refusal and forced sale provisions: giving remaining owners the opportunity to purchase before an outside buyer can acquire a share.

Corporations require both bylaws and shareholder agreements to define the rules that govern the relationship between shareholders, the board, and management. Together, these documents define how decisions are made, how equity is transferred, and what happens when shareholders disagree.

We draft corporate bylaws and shareholder agreements that define the rules of the corporation, with the disputes they may one day need to resolve clearly in mind.

• Board composition and meeting procedures: defining how directors are elected, how meetings are held, and what quorum and voting requirements apply.
• Officer roles and authority limits: specifying what each officer can do on behalf of the corporation without additional board approval.
• Stock transfer restrictions and right of first refusal: preventing unwanted equity transfers and giving existing shareholders the right to purchase before outside buyers.
• Drag along and tag along rights: protecting minority shareholders in a sale and giving majority shareholders the ability to compel participation.

Businesses that want to reward key employees or contractors with ownership upside, without immediately diluting the existing ownership structure, need equity incentive arrangements that are properly documented and legally sound. Undocumented equity promises are one of the most common sources of ownership disputes we see.

We draft equity incentive plans, profit interest agreements, and phantom equity arrangements that provide meaningful upside to key contributors while protecting the existing ownership structure and defining exactly what each recipient is entitled to receive.

• Profit interest units and vesting schedules: giving employees a share of future appreciation without diluting current ownership value.
• Phantom equity and appreciation rights: providing economic upside without actual ownership for situations where equity transfer is not desirable.
• Stock option plans for corporations: including incentive stock options and nonqualified options with the tax and vesting structures that fit the business's goals.
• Equity grant agreements and repurchase rights: documenting each grant precisely and preserving the company's right to repurchase upon departure.

Governance counsel that understands how businesses actually operate is different from counsel that produces generic templates. The operating agreement, buy sell agreement, or shareholder agreement that protects a business is one that was drafted with the specific ownership structure, business model, and likely disputes of that business in mind.

Pomeranz Law provides practical, business-focused governance counsel that helps Florida businesses structure themselves correctly from the start and resolve the disputes that arise when governance breaks down.

• We draft governance documents for the business you actually have: not generic templates that leave the important questions unanswered.
• We build exit and buyout procedures that work before a dispute makes them urgent.
• We resolve governance disputes efficiently when the structure breaks down and partners disagree.
• Transparent, practical counsel without the overhead of a large firm.