Woodbury Corporate Governance Attorney

When a co-owner wants out, an investor wants a say or a family business starts planning for the next generation, the answers often depend on documents written years earlier, or never written at all. Clear governance gives a company a way to make decisions, resolve disagreements and change ownership without putting the business at risk.

I am attorney Jared M. Goerlitz. For more than 10 years, I have advised businesses in Woodbury and across the east metro on corporate governance, ownership agreements and board compliance. At Goerlitz Law, PLLC, I work with closely held corporations, limited liability companies, family-owned businesses and growing companies, including those with no formal board, where owners wear several hats.

Navigating Fiduciary Duties And Board Compliance In Minnesota

The Minnesota Business Corporation Act, Minnesota Statutes chapter 302A, requires directors to act in good faith, in a manner they reasonably believe is in the corporation’s best interests, and with the care an ordinarily prudent person in a similar position would use. Directors who have a personal interest in a transaction face additional rules, and how a conflict is disclosed and documented can matter as much as the decision itself.

I advise directors, officers and owner-managers on these duties. A corporate compliance review is a practical look at how your company actually operates, including its minutes, resolutions, record-keeping and decision-making, compared with what its bylaws and Minnesota law require. A review may include:

• Board and shareholder meeting records, and whether major decisions are properly approved and documented
• How conflicts of interest and related-party transactions are disclosed and handled
• Gaps between your governing documents and your day-to-day practices

These reviews help leaders understand their obligations and fix problems before they become disputes, though no review can guarantee protection from personal liability.

Structuring Shareholder Agreements, Bylaws And Operating Agreements

Your governing documents should reflect how your business really runs and how its owners want to make decisions. Bylaws set the internal rules for a corporation. Shareholder agreements, including shareholder control agreements allowed under Minnesota law, can address voting, management, share transfers and buyouts. For a limited liability company governed by Minnesota Statutes chapter 322C, the operating agreement serves that role and often matters more than the statute’s default rules.

I help owners draft, review and update these documents, including when ownership or circumstances have changed. Well-drafted agreements can set clear terms for:

• Who makes key business decisions, and which decisions require owner approval
• How owners can sell or transfer their interests, and to whom
• How deadlocks and other disputes will be resolved
• What happens when an owner leaves, becomes disabled, retires or dies
• How a departing owner’s interest will be valued and paid for

Minnesota also gives shareholders of closely held corporations certain statutory protections, and disputes between owners can lead to buyout or other court-ordered remedies. A clear agreement written in advance is usually far less costly and disruptive than resolving those questions after a disagreement begins.

Dedicated Corporate Legal Advisory For Woodbury Businesses

Governance is not a one-time project. Documents that worked for two owners may not work for five, and a plan that made sense at startup may not suit a company preparing for a sale or transition. I work with clients on an ongoing basis, including periodic reviews of governing documents, guidance on board and owner decisions, and legal review before major transactions, so that questions are answered before they become problems.

You will work directly with me, not a rotating team, and you will have a single point of contact when questions arise.

It may be time to talk if you are adding or removing an owner, have not updated your agreements in years, are facing a disagreement among owners or are unsure whether your company is following its own rules. Call my Woodbury office at 651-237-4845 or contact me online. We can discuss your situation and what a review of your documents would involve.