Small business

\"\"New Yorker\’s are a mobile bunch. Especially New York business owners. Business open and close every day.  It is risky to believe that your co-owners will still be with you five years down the line. It is likely that there will come a time when of your co-owners will want to sell his shares or interests in the company to someone else.  One of the most common ways that a small business can get disrupted is when an owner desires to sell or transfer his interests in a company. So, what should you do?  You should create in advance a method for the owners to review and block any that is not in the best interests of the company.  Here are some things you should think about:

  1. Right of First Refusal. This is the most common provision in a buy-sell agreement. The owner who wishes to sell his interests first offers it to his co-owners before anyone else.
  2. Decide the Price of the Ownership Interests in Advance. Often the price will be set at the price a proposed outside buyer has bid.  I do not recommend this option because a fraudulent offer is possible. Another method is to set a pre-determined price at the time a buy-sell agreement is drafted.  Another option is to set a high down payment price which would show good faith.
  3. Make clear the effect of any sale on Minority Owners. Often a right of first refusal provision may freeze out a minority owner from selling his interests.  As a result, it may be important to include a \”Right to a Forced Sale\” clause.
  4. Decide who can buy the interest. Should the company have the right to purchase shares or the individual owners?
  5. Should an owner be able to give away his interest? Often owners wish to grant their interests in a company to a trust for estate planning reasons. This could be problematic because technically the trust would own the shares of the business. Often these issues are addressed when drafting a buy sell agreement.
  6. No Transfer Restrictions. Refusing to transfer any ownership interest is another possibility. This can limited in a few different ways, such a no transfers to certain persons and no transfers without written consent of the other owners.

You should decide in advance what to do if an owner of a business wants to transfer its interests through a buy sell agreement to avoid unnecessary problems and potential litigation.


Are you sur­prised by all the paper­work and details involved in get­ting a new small busi­ness up and run­ning? It’s incred­i­ble, isn’t it?  There are many deci­sions you have to make, expenses that never stop, and every time you think you’ve got a han­dle on things, some­thing else pops up.

I’ve got news for you: It doesn’t get any eas­ier.  If you are a vet­eran busi­ness owner you know that there will be more paper­work, more details, more decisions.

But guess what? It’s worth it! I under­stand how excited you are about your busi­ness and you want to do every­thing for your busi­ness to succeed.

Your busi­ness can suc­ceed, you know.  I’ve observed many start-up com­pa­nies suc­ceed.  But only sometimes.

But, I have observed many busi­nesses go bank­rupt. Some within one month.

Even though they worked hard and had the best of inten­tions, many busi­ness own­ers lose every­thing.  It’s ugly: tremen­dous debts, dreams and aspi­ra­tions dashed. Many have to return back to work for the job they hate so that they can pay off their debts.

What makes the dif­fer­ence?  Why do some busi­ness own­ers amass great wealth while oth­ers fail miserably?

As a lawyer, I am prob­a­bly not the one to tell you how to build a suc­cess­ful com­pany.  But as a busi­ness attor­ney who rep­re­sents peo­ple like you, I can tell you exactly how to make your busi­ness fail.

LITIGATION. Get­ting sued. Many busi­ness own­ers go out of busi­ness because of  a large judg­ment against them that they can­not pay.  Or, they spend so much on legal fees, it wipes them out.

Want to know some­thing else?  It’s amaz­ing, but in many cases these own­ers could have avoided the law­suit com­pletely, or pro­tected them­selves from per­sonal lia­bil­ity.  They could have survived!

All they had to do was get some legal advice. In advance.

Before they signed a lease or con­tract.  Before they took on a part­ner or hired an employee.  Before they made busi­ness deci­sions involv­ing seri­ous legal consequences.

Ten min­utes of legal advice may have pre­vented all that fail­ure, bank­ruptcy, mis­ery, and shame

But they don’t get that advice, do they?  And we both know why.

The cost.

On top of all the other expenses of start­ing and run­ning a new busi­ness, there never seems to be enough left for legal fees.  After all, legal advice is expen­sive, right?

Not any­more.

The Law Office of Fred­eric R. Abram­son offers fee struc­tures that is more than bill­able hours.

There is a way for you to have the legal advice you need at a cost so low you would be a fool to turn it down.

Here is what it’s all about:

My firm has just intro­duced what I call the “Small Busi­ness Gen­eral Coun­sel Plan.”  For a monthly retainer of only $400, you get up to two hours of free tele­phone con­sul­ta­tions and attor­ney legal doc­u­ment review every month.

You can ask all the ques­tions you want and get the money-saving, headache-avoiding answers you need. You can have me review and com­ment on con­tracts, leases, let­ters, forms and any­thing else you use in your busi­ness.  You’ll know what’s legal, what’s fair, and what’s not.  No sur­prises. No more doubts.

Do you real­ize what that means? It means you can sleep like a baby at night know­ing that your attor­ney is “on call.”  It means that you can get the answers that you need, when you need them, so you can quickly get back to run­ning your business.

It means never hav­ing to “blindly” sign any­thing that could cost you thou­sands of dol­lars more than you should have paid because you didn’t have time to read the “fine print.”  It means never hav­ing to make uni­formed deci­sions that could get you sued for hun­dreds of thou­sands in damages.

It means incred­i­ble piece of mind for you and your family.

That alone must be worth more than $400 a month to you, yet that’s all it costs.

Call me at 212–233-0666 to get started today or ask me any ques­tions about how the plan could help you achieve your goals.

I look  for­ward speak­ing with you.

Hiring a business law attorney is crucial for any successful business.  As a passionate business owner, I know that your business is important.  Your legal needs must be met so that your focus is on growing business.

I provide business adviser and legal services to entrepreneurs, start-up businesses and other entities from planning and formation to sale or other disposition of the business.  I will guide you through the development of your business plan, choice of entity and any business structural decision.

Below you will find a partial listing of our business law services. If you don’t see a particular topic listed and you would like more information, please contact my office so I can provide to you the information you need.

  • Draft and Negotiate Contracts
  • Buy-Sell Agreements
  • Purchase and Asset Sales Agreements
  • Employment Agreements
  • Independent Contractor Agreements
  • Settlement Agreements
  • Construction Contracts
  • Commercial Leases
  • Corporate Formation (Inc, C-Corp, S-Corp, LLC, LLP)
  • Corporate Minutes and Record Keeping
  • Shareholder Agreements
  • Social Media, E-Commerce & Social Media Law
  • Non-Disclosure Agreements/Confidentiality
  • Trademarks
  • Intellectual Property Agreements
  • Technology and Venture Licensing Agreements
  • Real Estate