SMALL BUSINESS

Shoffner & Associates represents sole proprietors, partnerships, companies, and businesses in the Boston area, throughout Massachusetts and the United States. Like the companies it represents, the firm is small — just a few very dedicated lawyers with over a quarter century in business and legal experience. They provide focused and effective legal services to each client whether it is a general business law, litigation, contract, trademark, copyright, estate planning, or probate matter. Shoffner & Associates attorneys are committed to making sure that their clients get the best service and the results that they need.


Shoffner & Associates advises small start-up businesses in business planning, entity selection, and other formation issues. They help their established business clients with business litigation, tax, trademark and copyright advice, and they provide outstanding support in succession planning, estate planning, business transfers and sales, and dissolution.

Starting Your Business

Is starting your own business right for you? Are you ready?

While every business starts with an idea, and many start with great ideas, not all businesses succeed. The challenge is to build a company that does more than sell a product or provide a service. And, the challenge is more than building a profitable business. The ultimate challenge is to build a business that you love.

If you are going to succeed by building your ideal business, you must know where you are starting, where you want to be, and how you will get there. To do that, you need a clear, well-defined, guide.

That guide is your business plan. Think of the plan as your business’s Global Positioning System. In fact, if you are serious about reaching your long-term goals, your business plan is the best tool that you can have.

The business plan describes your operation in detail. It defines how you will operate, your marketing strategies, the nature of your competition, and your financial structure.

The problem with business plans is that sometimes they become larger-than-life. If you read any book on how-to-start-your-own-business, it seems that the business plan is the key to fulfilling your ultimate destiny. Conventional wisdom will lead you to believe that your business plan is supposed to be the panacea for all of your business matters — a true miracle. And, like any miracle, the ideal business plan is nearly impossible to find.

Well, if the true business plan is as mythical as the unicorn, why bother? In the words of Dwight D. Eisenhower, “[I]n preparing for battle I have always found that plans are useless, but planning is indispensable.” The same holds true for your business. The business planning process is essential. It forces you to take the time to form a vision of your entire operation, from the type of entity you will use, to the type of building you will occupy, to the kind of printers you will buy. You will determine exactly how much you need to collect in order to pay your bills, and you will figure out what events will signal the end of the road.

The resulting written business plan will be useful for two reasons. It will describe the fundamentals of your business idea and it will provide the financial data to show that you will make good money. It should also address all of the major elements of the company’s operation, outline its specific goals and objectives, and show which strategies and tactics are necessary to reach those goals.

Whether or not you need to raise money to start your venture, preparing financial forecasts is essential. The process of making financial projections for your business, including estimated start-up costs, break-even analysis, profit and loss forecasts, and a cash flow projection will help you decide if your company is worth starting or if you need to re-structure your foundation assumptions.

A well-constructed business plan dramatically increases your odds of succeeding and it helps you make money from the start by:

Providing an estimate of start-up costs and how much you will need to finance or invest;
Showing lenders why they should fund your company;
Helping define your market and your market share;
Helping compete by defining your competition’s weaknesses; and,
Identifying problems before they become disasters.

In short, the business plan shows where your company starts, where it is going, and how it will get there. A good business plan will show you that starting your own company is the right thing to do – or not.

Inc? LLC? What’s Right for Me?
Selecting the right business entity for your start-up or small business is one of the most important decisions you will make during the life of your business. There is no one-size-fits-all entity for every type of business and choosing the right business entity depends on several critical variables. When the attorneys at Shoffner & Associates help you select your business entity, we make sure that your choice will help ensure your success.

To choose the right entity, we consider the following:

What your business will do;
How many key players are involved;
Who are the investors;
How will you raise money;
What is your exposure for liability;
How will profits be shared;
What kind of employee benefits will you provide; and,
What is your exit strategy?
When choosing which entity to form, the attorneys at Shoffner & Associates will carefully consider all the factors that are unique to your business and they will ensure that you choose the right entity and that your company is set up the right way.

According to Ted Turner, “Life is a game. Money is how we keep score.” Game or not, every new business needs money to get started, and making the right financing decisions is critical to business success. There are plenty of options available for finding money to start a new business or expand an existing one. Most businesses begin with the owner’s capital or loans from friends and family. Some are successful in obtaining bank financing or using a government sponsored loan program. The lawyers at Shoffner & Associates know how to help you and your new business choose the right way to get the best financial start.

Running Your Business

Continuous improvement designed to lead to continuous profit.

Running Your Business

Every business needs two professionals from the start to the finish: an accountant and a lawyer.

The reasons for hiring an accountant are pretty obvious–you need someone to help you set up your “chart of accounts,” review your numbers periodically, and prepare all your necessary federal, state and local tax returns.

But most small-business owners figure that they only need a lawyer if they’re in trouble. That’s a big, bad mistake.

If you’ve been sued, it’s too late. The lawyers at Shoffner & Associates provide vital support to our clients in almost every aspect of their businesses, from basic zoning and license compliance, to copyright and trademark advice, to lawsuits and liability. Get to know us and how we can help your business succeed.

Contracts are as vital to a business as the Red Sox are to Boston. A bad contract can stop your business – cold. Knowing your rights and obligations under a contract, as well as knowing what to do in case of a breach, are essential for protecting your interests.

At Shoffner & Associates we draft and review contracts for clients in business and employment-related matters. Our lawyers will explain the terms and conditions involved in any contract you are considering and we’ll show you how it could affect your bargaining power and your business. We’ll tell you how to seek damages in case of a breach. Our skilled, knowledgeable, and responsive attorneys will help sort out the legalese of your agreements and make sure that your interests are protected.

We help our clients with every aspect of contracts: drafting, review, revision, and negotiation. We have decades of experience drafting and evaluating any type of contract that your business requires.

Contact a contract attorney at Shoffner & Associates. Our lawyers’ mastery of contract law will help keep your company running successfully.

No matter what kind of litigation your business faces, effective resolution requires focused, competent, practical, and cost-effective legal representation. The attorneys at Shoffner & Associates have the right combination of legal know-how and business expertise to achieve the best results.

Freya Shoffner has over two decades of experience in resolving a wide variety of business litigation for clients in many industry and service sectors. She has represented clients in state and federal courts, administrative tribunals, and arbitration and mediation panels. She oversees every aspect of the case from the initial complaint and answer, through discovery, and trial. Freya’s litigation experience combined with her hands-on knowledge of the challenges facing small businesses provide a unique ability to focus on solving our clients’ business litigation issues while ensuring their success.

The Finish Line

Let's look at some steps that you and your professionals can take.

So many of our business-owner clients build their exit strategy around selling their business to an independent third party. They think that they’ll obtain more cash from a third party and that the sale will be less risky. Often, they are completely wrong.

Third Party Sales Can Be Risky.

Of course, if you can get your price from an outsider and payment in full in cash at the closing, and if you have no time to make a carefully structured sale to an insider, then the third-party sale is the less-risky choice.

Many Companies Aren’t Appropriate For All-Cash Sales.

To be a good candidate for an all-cash sale, your company must:
have more than $1 million (or even $2 million) in EBITDA;
be in an attractive market sector;
have strong fundamentals; and
enjoy a unique competitive advantage.
Otherwise, you just aren’t a likely candidate for a sale to a third party, and it won’t be reasonable to expect cash.

It Can Be Hard To Find a Third-Party Buyer.

Every sale requires a buyer. We’re in the middle of a tough time for business, so unless your company is in an attractive market sector, such as power, alternative energy, health care, medical services, or healthy-living products, prospective buyers will be in short supply. These days if you are in the business of construction, retail, real estate, automotive, or consumer products you may well find it impossible to attract an outside buyer.

The Longer Your Wait, The Riskier It Gets.

What will you do if:
A qualified buyer doesn’t show up?
What happens if,
your industry niche has fallen out of favor; or
your sales drop off; or
the economy is in decline or worse?

A Carefully Structured Insider Sale Puts You In Control

You can:
Choose your buyer;
Name your price;
Control ownership until you are paid in full; and ,
Shift the responsibility for performance to someone else.
Do Take Time To Plan

Selling your business to someone inside the business takes some work, some time and careful planning. Although insiders may not have the ready cash right now, you can still sell profitably when:
your company has a good management team;
your company has good cash flow; and,
you allow plenty of time before leaving to make your exit plan work.
Work With Experts

The best exit strategies are implemented with the help of a knowledgeable attorney and an informed accountant. As soon as you start your business, you should be planning your successful exit. Let Shoffner & Associates show you how to do it right.

Bankruptcy
Whether your business is a sole proprietorship, an LLC, or a partnership, creditors often require the business owners to guarantee their debts personally and that can put your home and personal assets at risk. At Shoffner & Associates, we have decades of experience working with business owners to fix these difficult situations. We are a debt relief agency. We help people file for bankruptcy relief under the Bankruptcy Code.

Our attorneys will analyze the structure of your business and your finances to determine the best course of action. Depending on your situation, you may be able to keep the equipment you need and use cash as collateral to continue to operate your business and reorganize your debts. You may be able to discharge your business debts and stop an IRS seizure or bank foreclosure auction.

Working with us, you’ll have the best chance for a fresh start that will allow you to reach your business and personal goals. Our lawyers can explain whether Chapter 11, Chapter 13, or Chapter 7 bankruptcy is the best option for you.

Buy-sell agreements go by many other names –stock (or share) repurchase agreements or redemption agreements, cross-purchase agreements, purchase and sale agreements, blind buy-sells, or shotgun agreements. When it comes right down to it, there are only two kinds of buy-sell agreements: the kind that is drawn up at the right time and the one that is drawn up too late. Most businesses begin drawing up a buy-sell agreement when it is too late.

When a buy-sell agreement is drawn when it is too late, some dramatic, emotional event has taken place: a deadlock between owners, death of an owner, exclusion of an owner from the business, or worse. All of these events result in great stress for the parties, and transactions are often motivated by threats of litigation. When litigation between owners erupts, more often than not, it is settled by a buy-sell agreement. The expense of litigation is almost always many multiples the cost of an agreement that is drawn up when the parties are amicable. So smart business owners skip the expense, anguish, and uncertainty and have a buy-sell agreement in place before it is needed.

What is the best buy-sell agreement to have? That’s an easy question to answer. There is no best form of agreement; there is only what’s best for you. And that requires a careful consideration of the circumstances of the business and the owners.

Schedule a Consultation

The best buy-sell agreement for you is the one that is built to match your circumstances and address your objectives. The lawyers at Shoffner & Associates welcome the opportunity to help you. Contact us to discuss your business’s goals.

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