Businesses face many kinds of commercial transactions over their lives, and Jencks Law, P.C. helps clients through each of them. Our work includes forming companies, writing the agreements among their owners, buying and selling businesses, and preparing the contracts that govern daily operations. When a transaction involves financing, we document that as well.

Entity formation and structuring

We form limited liability companies and corporations and advise on S-corporation elections and how the choice of entity affects tax treatment, liability and future financing. When a business has grown beyond a single company, we design holding, operating and real-estate company structures that separate risk, keep assets where they belong and position the business for a lender or an eventual buyer.

Operating, shareholder and buy-sell agreements

Most disputes among business owners come from questions the founding documents never answered. We prepare operating agreements, shareholder agreements and buy-sell agreements that address them directly. Those agreements define the triggering events, including death, disability, retirement, termination and divorce, and set a valuation method the owners can rely on. They also provide for funding through insurance or seller notes and include deadlock provisions that keep the company running when the owners disagree.

Mergers and acquisitions

We represent buyers and sellers in stock purchases and asset purchases. Our work covers the full transaction, from the letter of intent through due diligence, the purchase agreement and its disclosure schedules, seller financing and security for deferred payments, and closing. We coordinate with accountants and lenders so that the tax structure, the financing and the documents line up.

Contract preparation and negotiation

We draft and negotiate the contracts a business depends on every day. These include commercial, vendor and customer agreements, equipment purchase and lease agreements, real property purchase agreements and leases, and nondisclosure agreements. Our aim is a contract that states the deal clearly, allocates risk deliberately and holds up if it is ever tested.

Succession planning for closely held and family businesses

We help owners of closely held and family businesses plan the transfer of ownership and management to the next generation, to key employees or to an outside buyer. We coordinate the business documents with the owners’ estate plans so the transition happens on the owners’ terms.

Commercial lending, intercreditor and subordination agreements

Many transactions depend on financing, and we document that side of the deal. We prepare loan documentation for lenders and borrowers, and we negotiate intercreditor and subordination agreements that define collateral precisely and settle lien priority among creditors. We also help borrowers understand what their financing documents require of them.

Industries and businesses we serve

We work with businesses across many industries, including manufacturing, construction, professional services, retail, real estate holding companies, agribusiness, and transportation and logistics. The principles of a well-built transaction are the same in each, and we apply them with attention to the practical realities of the client’s business.

Agricultural business transactions

We represent farm, ranch and agribusiness clients in the purchase and sale of agricultural land and operating businesses, the formation of family farm entities, equipment and input financing, and the agreements that govern feed, grain and livestock operations.

Where we practice

We represent clients in South Dakota matters and South Dakota businesses. When a transaction reaches into another state, we work alongside counsel admitted there.

Let’s talk about your transaction

Whether you are forming a company, bringing in or buying out an owner, or buying or selling a business, contact the firm to discuss how we can help.

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