Corporate counsel from the people who try the disputes

Formation, governance, and the agreements that decide what happens when a relationship goes wrong. Drafted by litigators, which makes for a different document.

Governance that survives

Operating agreements and shareholder agreements are read most carefully on the worst day of a company’s life. We draft them having spent twenty-five years watching which clauses hold, and which turn into two years of discovery.

• LLC operating agreements and corporate bylaws
• Buy-sell, drag-along and deadlock provisions
• Founder, employment and equity documentation

Buying and selling

Asset and equity purchases for closely held Colorado companies, with diligence run by the team that would litigate the indemnity claim if one arrived.

The clauses that decide it

Forum, fees, notice, cure, and the definition of a material breach. Four lines nobody negotiates decide, more often than the deal terms do, who holds the leverage three years later.