Horn & Johnsen SC
- Law & Regulatory Compliance
- Business Support Services
D Onofrio Drive
Madison, WI 53719
As business executives know, just as accounting is the language of business, law is the language of success. With counsel, a business can run smoothly. Almost every board of directors for a major company has at least one lawyer on it. The advice of an attorney a business can trust is worth what it costs.
Businesses need attorneys for another reason. Legally a business cannot be represented in court by a non-attorney, with few exceptions. Nor would it want to. But the value of legal advice is it keeps businesses far from courtrooms. Courtrooms are where an attorney the business can trust has experience, and where that attorney knows enough about to steer clear. If the courtroom is inevitable, the business fares better having gotten counsel through the process to that point. There are few problems as bad as bumbling through legal mistakes and having it all come to a head in front of a judge, who rules against thousands of hours of work.
Fortunately, this scenario is rare. What is not rare is smaller businesses run by individuals who do their own legal work but are not licensed. Even licensed lawyers who are business owners will often find counsel for the business. It is sometimes true that a fool has himself for a client. But these business owners feel free to seed equity to other companies or advisors, or sell shares without the safety of governing documents to clarify these relationships.
A partnership without a partnership agreement is essentially a ticking time bomb. When it blows up, the spouses, children of the partners are involved, probate or civil courts could be involved, shareholders and employees may be involved. Clients and customers may decide they do not want to be involved and may leave. It is potentially a mess. And it happens. Ticking time bombs also come in the form of assets sitting in a business over or under depreciating, competition in a market prone to stock buy outs, gentleman’s agreements instead of contracts written by the business’s attorney, and form-filling services. Remember 2008 when a bubble collapsed? That is what happens when a business lets chance be its guide.
But attorneys also think positively. Planning and foresight not only avoids problems, but helps businesses structure appropriately to take advantage of the market. Customer relations improve when contracts are coherent, readable, organized. Customers even expect those disclaimers on things today and are confused if they cannot find them. Others in the industry take note when a business negotiates based on its attorney’s advice rather than issues that are not relevant. It also saves money to have an attorney’s advice rather than hiring several different consultants who know enough law together. There is no substitute for a licensed lawyer that researches and studies laws for a living.
Consulting/General Counsel: Provides legal opinions, analysis, planning to businesses. Experience with economic and legal questions, best practices, tax planning.
Incorporation/Corporate Governance: Starting up a new business or a satellite business under an existing business is a process that is great to have help on. The incorporation or organization articles, governing documentation, partnership or shareholder agreements, corporate minutes, constitutions, bylaws, and other services are key to upholding the structure of the business.
Succession Planning: Preparing business to survive the departure of key employees, owners, board members, executives, or shareholders. The value of a business is on the line without a plan in place to increase its survivability. Few companies would buy and run another company without a plan in place for it to succeed.
Contracts/Purchases/Mergers: construct agreements between commercial parties. Businesses are considered more sophisticated than consumers and are held to a higher standard of knowledge. Contracts, purchases, leases, and other forms of agreements should reflect that. Agreements that are misconstrued or breeched lead to disputes of language. If the wording is right, there is little to worry about.
Real Estate: commercial real estate is an example of where the higher standard comes in. Getting the lease or sale right the first time saves money on a valuable transaction. Help structuring a TIF or 1041 exchange also succeeds with the help of an attorney knowledgeable in the area.
Negotiation/Litigation: Sometimes customers, shareholders, or competitors feel a dispute is their only option. Negotiation up front can almost always skip this last step. But that requires the business to retain counsel early.
Out of State/International: Facilitate a network of out of state or international attorneys willing to structure transactions, expansions, and market research. Work with anther attorney in the foreign market to develop an approach protected by both sets of laws. Also navigate federal practice areas including ERISA, federal Tax Court, and exchange listing.
Between myself and my partners we have 30 years of experience in transactional, negotiation, and litigation for businesses. I have helped start-up businesses, non-profits, and single owner or partnership organizations.
I have worked for a member of the United States Congress, a circuit court judge, several attorneys, corporations, single owner companies, nonprofits, and for myself as a business owner. So I understand the issues from the business perspective. I managed a finance department for a national nonprofit, and served as a law clerk for mechanic’s liens from building contractors. I have worked with clients on issues all along the food chain of debt from accounts payable to bankruptcy, and all manner of questions that come up.
I have a BA from the University of Wisconsin, and a Juris Doctorate from Loyola University Chicago School of Law, where I studied taxation of corporations, partnerships, and limited liability companies.