Business Law

The attorneys and professional staff at Gutwein Law are business owners, business experienced, and business minded—providing clients legal advice with business perspective.  We counsel businesses at all stages of the business cycle and across a broad scope of industries in a collaborative style not often found in traditional law offices.  Gutwein Law provides business legal services with experience and expertise, ranging from startup counseling and venture capital financing, to complex international merger and acquisition transactions.

Whether you are a garage entrepreneur or a polished executive, we think you will find Gutwein Law’s down-to-earth approach to the practice of law very refreshing.  Our legally sound, strategic and practical advice has already attracted many of the area’s top business professionals and companies. 

Gutwein Law works closely with tomorrow’s business and thought leaders too. Through our dedicated partnerships with several area entrepreneurship development efforts, such as The Foundry at Purdue, the greater Lafayette co-working space MatchBOX, and the student run co-working space at Purdue The Anvil, Gutwein Law has quickly established itself as the area’s preeminent startup and small business law firm.

I. Formation

Forming your business as a legal entity is crucial in protecting both your assets and the value created within your company, as well as establishing credibility with your customers, investors, and other stakeholders.  The choice of which entity-type to use has many important implications that may impact the success of your business and your long term goals.  Through our extensive experience in business formation and structuring, Gutwein Law can help you make the decision right for your unique circumstances.

Business Consultation - Gutwein Law’s attorneys and staff are experienced outside the legal industry and can offer business advice tailored to your specific needs and goals.

Entity Selection and Formation - A solid foundation is key to a successful venture—that starts here for your business.  Gutwein Law's attorneys know which questions to ask to help you insure your venture starts off on the right foot.

Capitalization and Fund Raising - The process of raising funds and complying with the myriad of rules and regulations that apply to each individual business can be daunting to even the most experienced business person.  Having a law firm behind you with expertise in the process, like Gutwein Law, is essential.

Succession Planning -  Gutwein Law has the experience and know-how to help our clients plan ahead for the continuity of their business operations, laying the framework for accomplishment of long term goals.  


II. Operation

Gutwein Law’s role in the operation of your business is to serve as outside general counsel.

Corporate Representation Service (CRS) - As a business client, we will enroll your new company in our Corporate Representation Service.  Under the Corporate Representation Service, the following business compliance services are provided:

  • Preparing annual meeting minutes or consent resolutions
  • Preparing and filing Indiana Business Entity Reports
  • Indiana Registered Agent service
  • Notifying of and providing an initial conference regarding lawsuits
  • Reviewing  annual audit response
  • Preparing an annual company profile
  • Providing special updates of legal changes, issues, etc.
  • Providing general maintenance of corporate minute book

Governance - Our goal is to help you understand the scope of authority granted pursuant to your business’ governing documents and ensure that management is operating consistently within that scope.  Over the course of running a business, the need for changes in structure and/or ownership can arise.  Some examples include:

  • Obtaining authority to do business in another state
  • Amending or restating existing entity governing documents
  • Reinstating a dissolved entity
  • Stock split/reverse stock split
  • Mergers and exchanges
  • Stock sale and purchase
  • Additional capital contributions/issuance of additional shares
  • More complex reorganization transactions, such as Internal Revenue Code §355 spinoffs

Gutwein Law can ensure a smooth transition when it comes to these types of transactions and structure changes.

Private Placements - Securities sold by a business in order to raise funds are one of three things—registered, exempt or illegal.  Gutwein Law has the knowledge and experience to guide you through the complicated process of private placements resulting in successful fund raising, from exemption filing to closing.   

Contracts - Gutwein Law can assist your business with drafting and negotiation various contracts:

  • Licensing / Intellectual Property Agreements (IP)
  • Service Agreements
  • Purchase Agreements
  • Vendor Agreements
  • Construction Agreements
  • Leases
  • Terms and Conditions
  • Warranties/ Disclaimers of Warranties

Financing - Gutwein Law is skilled in drafting and reviewing financing agreements and documents for our clients, ranging from simple loans to complex structures.

Employees/Independent Contractors - Gutwein Law can prepare employment agreements for key employees, which typically include noncompetition and non-solicitation provisions, separate nondisclosure/noncompetition agreements, independent contractor agreements, and work with your business in implementing various types of compensation plans and arrangements such as restricted stock agreements, vesting schedules, and the like.  These agreements help assure uninterrupted business continuity and help business owners retain some of the most valuable assets in the company – the key employees.  When you are presented with an agreement related to employment matters or noncompetition/nondisclosure issues prepared by a third party, our attorneys can help you in reviewing and negotiating the terms of these documents.  Our attorneys can also provide counsel if the need arises to consider termination of an employee.  For more information on our employment law services, please see our employment law page.

Litigation - For more information on our litigation services, please see our litigation page.

Liquidation -  Liquidation is the final phase of a business’ life cycle.  There are several options when it comes to liquidating a business.  Generally sale, succession, or dissolution:

  • Sale - Sale of a business through a merger or acquisition

  • Succession - Many businesses we work with are family owned and operated.  Our attorneys have extensive experience planning for a change of control of ownership and operations to children, key employees, or another chosen successor.  We involve our estate planning lawyers to advise you in preparation for, during and after implementing a succession plan.  Business succession planning is not just about avoiding disputes among your heirs.  Our multi-disciplinary approach helps increase the likelihood that your business will succeed through this important transition.  We can assist you in setting up planning tools such as:

    • Drafting buy-sell agreements between the generation of ownership in control and the active members of the successor generation, and work with insurance advisors to provide for funding in the event of death
    • Formulating and implementing gifting programs for all or part of the next generation
    • Structuring seller financed sale transitions between the generation of ownership in control and the active members of the successor generation
    • Drafting your estate planning documents to provide for direct bequests to heirs active in the business and life insurance trusts for the payment of estate taxes and cash for the non-active heirs
    • Drafting prenuptial agreements
    • Coordinating and working with tax advisors on the tax consequences of your succession plan
    • Facilitating group meetings among your children to explain the succession plan

Dissolution - When a business has run its course and it is time to liquidate and dissolve the business entity, we can help you in this process.  Failure to follow the appropriate steps can lead to the assessment of penalties and interest by taxing authorities and lawsuits from creditors.  During the dissolution process, we can:

  • Assist you in preparing a plan and agreement for dissolution
  • Communicate with creditors about the liquidation of the business
  • Prepare resolutions and formalize the plan and agreement for dissolution
  • Provide the appropriate notices to taxing authorities and other regulatory agencies as appropriate for the business enterprise