Business advice for agreements and transactions
A business lawyer should understand what the proposed arrangement needs to accomplish: securing a customer relationship, bringing in another owner, purchasing a business, committing to a property or setting clear terms for ongoing work. We begin with the commercial objective, the parties involved and the decisions that need to be made.
Our business counsel practice includes individual projects and ongoing advice. We review existing documents, identify unresolved terms and help clients negotiate and record their agreement. Where a matter also involves financing, financial distress or an existing dispute, we coordinate that work with the firm's relevant practice.
Business and transactional services
The following types of matters reflect the range of our business counsel practice.
Commercial contracts and negotiations
Drafting, reviewing and negotiating customer, supplier, services and other commercial agreements. We address the work or goods to be provided, payment terms, performance standards, changes, termination and the consequences of a disagreement. The aim is a document that reflects the business arrangement and gives the parties a workable framework for carrying it out.
Company formation and organization
Helping owners organize a business and put its initial legal arrangements in place. The work can include formation documents, management authority, ownership records and agreements among the people involved. We consider how the company will make decisions and conduct business alongside the filing needed to establish the entity.
Operating, shareholder and buy-sell agreements
Agreements governing ownership, management, contributions, distributions, transfers and departures. We help owners address decisions that can become difficult later: who has authority, what happens when additional capital is needed, how an interest may be sold and how a departure or ownership disagreement will be handled.
Business purchases, sales and ownership changes
Legal advice and documentation for proposed business acquisitions, sales and transfers of ownership interests. We evaluate the proposed structure, relevant agreements and obligations, payment terms, closing conditions and responsibilities that continue after closing. The scope of the work depends on the transaction and the parties' existing arrangements.
Commercial property and project agreements
Reviewing and negotiating agreements connected with commercial property and business projects, including purchase agreements, leases and construction-related contracts. We consider the obligations, deadlines, payment provisions and allocation of responsibility that affect the client's intended use of the property or completion of the project.
Ongoing business counsel
Continuing legal advice for companies that need counsel as agreements, projects and ownership questions arise. James works with business owners and management on contract review, documentation of decisions and developing disagreements. The engagement can focus on a particular project or an ongoing business relationship, with the scope agreed at the outset. For a continuing relationship with the firm, explore our outside general counsel services.
Business advice informed by commercial litigation
Commercial agreements need to work when circumstances change or the parties disagree. Our business and commercial litigation practice informs how we approach contract language, records, payment obligations and remedies when advising on a transaction.
If an agreement is already contested, we can evaluate the transition from negotiation to business contract litigation or, where the agreement calls for it, commercial arbitration. That connection allows transactional advice and dispute strategy to be considered together. For a claim already brought against your company, see our business lawsuit defense practice.
Work with James Magnuson
James Magnuson advises businesses on corporate transactions, organization, commercial property and ongoing legal matters. His background includes transactional services for established Minnesota companies and advice to owners developing their businesses.
James is a contributing author to Advising Minnesota Corporations and Other Business Organizations, published by Juris Publishing, and Shareholder Litigation, published by Thomson Reuters. His work connects business arrangements with the rights and obligations that may later become disputed.
For banks and other lenders, Matthew Bialick handles commercial loan documentation, including lending agreements, guaranties, security documents and modifications. When a business matter involves significant financial distress, Karl Johnson brings the firm's bankruptcy and restructuring experience.
Minnesota counsel for out-of-state companies
Companies based outside Minnesota may need a Minnesota business attorney for an agreement, property transaction or business relationship here. MJB can work with the company directly or coordinate with its legal department and regular outside counsel on the Minnesota aspects of the matter.
If the issue develops into a dispute, our Minnesota local counsel practice assists out-of-state businesses and law firms with Minnesota state court litigation and federal litigation where jurisdiction is available. We can discuss whether the engagement calls for transactional advice, dispute representation or coordination between the two.
Questions about Minnesota business counsel
Can we hire a business lawyer for one contract or transaction?
Yes. An engagement can focus on a particular agreement, negotiation or proposed transaction. Identify the parties, the commercial objective, the current stage of discussions and any signing deadline. We can then discuss the appropriate scope of work and the documents needed to begin.
Is forming an LLC the same as putting an operating agreement in place?
No. Formation filings and the agreement governing the owners' relationship serve different purposes. An operating agreement can address management, decision-making, contributions, distributions and ownership changes, subject to Minnesota law. Filing articles of organization does not by itself resolve those questions.
Minnesota's formation provision is Minnesota Statutes section 322C.0201. The scope and limits of an operating agreement, including the role of statutory default rules, are addressed in section 322C.0110.
Can you assist with buying or selling a business or an ownership interest?
Yes. We can evaluate a proposed transaction, review and negotiate its agreements, and help identify the documents and decisions needed for closing. Relevant issues may include what is being transferred, existing obligations, payment terms, representations and responsibilities after closing. The work should be coordinated with the client's tax and financial advisers where their advice is needed.
Do you provide ongoing outside general counsel services?
Yes. James Magnuson provides ongoing business counsel to contractors, developers and other companies. This can include reviewing agreements, advising on business organization and owner relationships, documenting decisions and addressing developing disputes. We discuss the company's needs and agree on the engagement's scope rather than assuming that every legal issue is included.
What if our contract or ownership disagreement has already become a dispute?
MJB also represents businesses and owners in commercial litigation, including contract and ownership disputes. We examine the agreement, the communications, the relevant deadlines and the available claims or defenses. If the agreement requires arbitration, our commercial arbitration practice can evaluate that process and related court issues.
What should we have available for an initial discussion?
Start with the names of the parties, a short description of the business objective and any approaching deadline. Existing agreements, proposed drafts, ownership documents and a brief explanation of the negotiations are often useful. First contact the firm to arrange a conflict check and an appropriate method for sharing documents.
Discuss a business agreement or transaction
Tell us what your business is planning, which parties are involved and whether there is a signing date or other approaching deadline. James Magnuson can discuss the proposed engagement and the information needed to evaluate the matter.
Please contact the firm before sending confidential documents so we can arrange a conflict check and an appropriate method for sharing them.