The practice of business law refers to the creation of new enterprises and the issues arising as these enterprises interact with the government, other companies, and the public. Business law is a blend of various legal disciplines including employment, corporate, bankruptcy, sales, real estate, tax, and intellectual property laws. While the intricacies of business law make it a complex area, understanding and complying with various local, state, and federal commercial laws is imperative to running a successful business.
The Chicago law firm of Roth Fioretti helps Illinois businesses all over the state with a wide range of commercial law and business litigation matters. We draw from our diverse legal experience, representing several types of business entities – from partnerships and limited liability companies to corporations. Through our business transaction and litigation services, we assist clients with selecting appropriate legal formations, developing profitable business strategies, drafting contracts and agreements, and resolving business disputes. Our attorneys focus on protecting our clients’ business interests and positioning their companies for long-term success.
Business Transaction Services
When forming a business entity, factors such as tax treatment, liability protection, management structure, ability to raise capital, and ease of formation are all important considerations. A qualified Chicago business attorney helps you understand the distinctions of each legal structure, enabling you to select the most appropriate business organization for your needs.
The basic legal entities available include:
- Sole Proprietorships and General Partnerships: These are the simplest types of business entities to establish as they require little or no administrative work to set up. However, these formations can expose the personal assets of the business owner and may make it difficult for the business to obtain financing.
- Limited Liability Companies (LLCs): The most common legal structure for small businesses, LLCs combine the tax benefits of an unincorporated entity with the legal protections of a corporate entity. LLCs have a less formal management system than that adopted by corporations, making them easier to establish and to maintain.
- Limited Liability Partnerships (LLPs): An LLP is comprised of both general and limited partners. General partners run the business and are personally liable for the business’ debts or claims. Limited partners, on the other hand, do not bear personal risk for the business’ liabilities. An LLP enjoys the pass-through tax benefit of filing as a partnership for federal tax purposes.
- C Corporations: Structuring as a corporation provides personal liability protection to all shareholders and allows the business to obtain financing with greater ease. Further, other entities may be shareholders in a C corporation. On the other hand, C Corporations are more expensive to set-up and potentially expose the business’ profits to double taxation.
- S Corporations: This is a type of federal tax election that a C Corporation may make to eliminate the burden of double taxation. As with a C Corporation, an S Corporation protects the shareholders’ personal assets.
In addition to helping you decide on the type of business formation, our legal team will walk you through entire set-up process. We’ll draft and file the appropriate legal documents including operating agreements, partnership agreements, articles of incorporation, and bylaws.
Business Agreements and Contracts
Well-crafted agreements and contracts are foundational to any business’ longevity and success. Contracts protect the interests of the business and its owners, while clearly defining the expectations of each party and means of conflict resolution. Over the course of operations, a business will likely encounter the need for several types of contracts and agreements, including some of the following:
- Sales-Related Contracts: These types of contracts cover the sale goods and services. Examples include: a bill of sale, warranty, purchase order, security agreement, limited warranty, and an agreement for the sale of goods.
- Employment Contracts: Employment contracts helps define the relationship between the employee and the employer. This includes contracts for employment, noncompete agreements, consulting or independent contractor agreements, sales representative commission agreements, termination agreements, and nondisclosure agreements.
- Leases: Many businesses lease an office, warehouse space, or even equipment. Lease contracts cover the legal responsibilities of the lessor and lessee.
- General Business Contracts: In addition to the contracts already mentioned, businesses may also have several other agreements in place to protect its assets. General business contracts include indemnity agreements, licensing agreements, merger and acquisition agreements, franchise agreements, intellectual property agreements, stock acquisition agreements, and partnership agreements.
As one of Chicago’s preeminent business law firms, Roth Fioretti focuses on drafting business agreements and contracts that address our clients’ concerns and reflect their best interests. Our lawyers will also work with clients to ensure they understand contract terms and conditions to prevent future contract dispute issues.
Business Fraud and Disputes
No matter how seemingly watertight a company’s contracts and agreements, many businesses still encounter fraud and dispute issues. These issues can range from small business vendor contract disputes to corporate shareholder derivative suits. Below are some of the disputes businesses commonly encounter:
- Breach of Contract: Contract disputes arise when one of the parties to a contract violates the terms of the agreement. These disputes occur in various situations – from the failure of a supplier to deliver goods to a business according to the conditions of the agreement to a dispute with an employee over the terms of an employment contract.
- Breach of Fiduciary Duty: Corporate officers and directors have a fiduciary duty to protect the best interests of the corporation and its shareholders. When corporate officers and directors fail to uphold this duty, it is considered a breach of fiduciary duty.
- Partnership Disputes: These disagreements may be related to a host of issues, but the most common partnership disputes include breach of the partnership agreement, violation of a non-compete or non-disclosure clause, and disagreements regarding compensation.
- Tortious Interference: A business tort is a claim for either negligent or intentional wrongs in a business arrangement. The laws on torts are based on common law or statutes. One common tort is interfering with a contract or interfering with economic advantage. Other business torts included unfair competition and conversion.
- Corporate Disputes: Disputes among shareholders and partners, or corporate litigation seeking to challenge acquisitions, financial arrangements, and mergers, are common forms of corporate disputes.
Roth Fioretti works with clients to quickly resolve business and corporate disputes, either through out of court settlement or at trial. Read more about our business and corporate dispute resolution measures below.
Dispute Resolution – Chicago Business Litigation Attorney
Businesses may pursue both alternative resolution measures and litigation to settle business and corporate disputes.
Alternative Dispute Resolution Options
Alternative dispute resolution is the process of addressing and settling disputes without going to court. With this method, the conflicting parties and a neutral party hold arbitration or mediation sessions to resolve misunderstandings and work out a resolution. Depending on the type of dispute, the alternative dispute resolution may be a less expensive and more efficient means of resolving business disputes than going to court.
When alternative dispute measures do not achieve resolution, parties may seek resolution in court. Our attorneys represent corporations and individuals in business and corporate litigation including representation in the following matters:
- Contract dispute
- Corporate and director & officer liability
- Real Estate
Our Chicago, IL law firm has litigated matters to the United States Supreme Court, Federal Circuit Court of Appeals, Seventh Circuit Court of Appeals, Illinois Supreme Court, Illinois Appellate Court, and District and Bankruptcy courts throughout the country.
Chicago Business Law
Roth Fioretti’s team of business law experts can guide you through the complexities of running your business – from entity selection and set-up, to navigating contracts, disputes, and litigation. We have decades of experience advising small and large businesses across Chicago and Illinois and helping position our clients for long-term growth and success.