Dedicated | Entrepreneurial | Value-Driven

Corporate & Business Transactions

Frazier Law PLLC provides superior representation to clients in an array of business transactional matters by developing a deep understanding of client goals, actively problem-solving, and crafting practical value-added strategies. We represent clients of all sizes and structures, including entrepreneurs, growing startups, family-owned businesses, and multinational companies.

Our Scottsdale-based business attorneys have considerable expertise in negotiating and drafting a wide range of transactional documents, including complex corporate and real estate transactions, stock sales, asset purchase agreements, financing agreements, corporate governance documents, employment agreements, leases, construction contracts, and licensing agreements. Our experience with interpreting and enforcing these documents in the litigation and alternative dispute resolution contexts informs our transactional work and helps mitigate going-forward risk.

We counsel clients on an array of transactional matters including:

Contract Drafting

Frazier Law PLLC’s business attorneys provide negotiating, drafting, analysis, and enforcement services related to a range of contract matters. We believe one of the best ways to avoid a costly dispute is to clearly define the parties’ relationship and obligations with a well drafted agreement. Spending the time, effort, and money to correctly drafting a contract on the front end can save many multiples of each down the line. This is why Frazier Law PLLC draws on our Scottsdale-based business attorneys’ unique interdisciplinary business transactional and litigation backgrounds to analyze all angles of a contract to ensure clients’ interests are properly protected. This sets us apart from transaction-only law firms by allowing our attorneys to evaluate and analyze which provisions will be most effective, or which pose the greatest danger, in potential future litigation.

Our business attorneys draft a wide range of contracts and agreements, including asset purchase agreements; contracts with customers (including service contracts, purchase contracts, rental contracts, etc.); corporate formational and amendatory documents (including articles of organization, articles of incorporation (profit and non-profit), articles of amendment, etc.); corporate governance documents (including operating agreements, bylaws, partnership agreements, etc.); employment contracts (including employee contracts, independent contractor agreements, non-disclosure and confidentiality agreements, etc.); lease documents (including lease agreements, lease assignments, lease amendments, lease guarantees, and subordination agreements); licensing agreements; loan documents (including loan agreements, promissory notes, deeds of trust, guaranty agreements, commercial security agreements, loan modification agreements, forbearance agreements, consents to indebtedness, estoppel certificates, escrow instructions, etc.); settlement agreements; and stock purchase agreements

Employment & Labor

Frazier Law PLLC’s employment and labor attorneys will help you achieve value-added resolutions to employment and labor issues. We recognize the state, federal, and common law guidelines governing the workplace can be confusing and difficult to navigate. Our Scottsdale-based business attorneys are equipped to assist employers, employees, and independent contractors with the frequent issues that arise in the course of employment relationships.

We counsel our clients on Arizona’s “at will” employment statutes, and, when a formal written agreement is appropriate, we structure agreements to protect our clients’ interests. We also routinely advise our clients on the benefits and disadvantages of executing employment versus independent contractor agreements.

Recognizing that claims against employers not only pose potentially significant financial liability, but also serious business and reputational risk, our business lawyers seek to handle workplace claims with efficiency and a high degree of sensitivity to business and reputational costs.

General Corporate

Entrepreneurs often have questions regarding the advantages and drawbacks of certain business entities, corporate governance structures, and other decisions early in a company’s life cycle. Our business attorneys have extensive experience advising clients on these, and many other, general corporate topics. Our services include:

Business Name: We analyze whether there are US trademarks that might prevent you from using a desired business name, and whether you need to file a tradename (i.e., a “doing business as” or “DBA” name);
Tradename and Trademark: We analyze whether you should apply for one or more trademarks, and if so, what type of mark and in which goods and/or services classes;
Legal Structure: We help you understand the differences between different business entities (e.g., LLCs, S-Corporations, C-Corporations, etc.) and choose the right structure for you;
File Paperwork: Each business must follow due diligence to establish themselves in their home state. We help you file the necessary paperwork with the applicable governmental agency(ies) quickly and efficiently, saving you stress, aggravation, and time;
Corporate Governance: You will need to create corporate governance documents that established the rules by which you do business with owners, employees, vendors, etc. Our business attorneys are highly knowledgeable about the applicable statutory and common law rules governing corporate governance matters, and draft and advise on these agreements to mitigate future governance-related risk;
Annual Compliance Needs: A business entity may have annual reporting requirements depending on the type of entity and the state(s) in which it is registered to do business. Our business attorneys help clients meet their administrative compliance goals; and
Stat Agent Services: Many legal matters are time sensitive, and a client’s attorney’s knowledge of a dispute early generally leads to better and less expensive results. For this reason, Frazier Law PLLC offers stat agent services to its business entity clients.

Intellectual Property

Leasing

Our business attorneys recognize the ability to quickly negotiate and execute leases and other deal contracts can mean the difference between success and failure. Our clients include commercial landlords, restaurants, retailers, office tenants, and property managers. Clients choose to work with Frazier Law PLLC because they know we negotiate fair leases that add value to their business operations. Our representation of both commercial landlords and tenants gives us unique perspectives on the lease negotiation process, as well as insights into the latest issues and trends facing space users and owners.

Testimonials & Notable Results

Read about our notable General Corporate & Business Transactions results, and what our clients have to say about our services.

1. Employment

Corporate Finance Executive – Negotiated and documented beneficial separation agreement with ~$1B+ company arising from client constructive discharge based on reports of harassment, discrimination, and a hostile workplace. Agreement provided beneficial financial and stock option related terms four multiples better than provided under the company’s equity plan. Within six months of client’s departure, negotiated and documented independent contractor agreement with company containing significantly improved base pay and stock option compensation.
FinTech Engineer & Executive – Analyzed pertinent employment, securities, and corporate governance documents; highlighted areas of near and long-term potential risk; and proposed workable ways to mitigate risk in proceeding with the contemplated employment. Advised client on employment, executive compensation, and management liability considerations.
FinTech Engineer & Executive – Guided client through departure from a FinTech startup in which he had complicated equity options that had only been partially exercised and shares which had been purchased but had only partially vested. Identified pertinent considerations, analyzed implicated legal documents, and worked with client to develop strategy for how to most effectively and amicably navigate his departure while maintaining optimal equity upside moving forward.

2. Estate, Asset & Succession Planning

Multiple Clients – Counseled high-net worth clients on asset planning strategies and integration of same with estate plans. Asset planning strategies included creation of corporate structures to appropriately silo investments based on manager, use, asset class, insurance coverage, and overall risk profile; related guidance on corporate formalities to reduce likelihood of successful corporate veil piercing attempts; and analysis of insurance coverage. Counseled clients on key succession planning considerations and created frameworks to implement same based on short, medium, and longtime horizons.

3. General Transactional/Outside General Counsel

Real Estate Brokerage – Led negotiation of three office lease agreements. Defused Fortune 200 company’s threatened tortious interference lawsuit. Drafted all the client’s corporate governance, employment (e.g., independent contractor and employment agreements, separation agreements, and confirmation of resignation documents), and real estate brokerage transaction documents (e.g., LOIs for various types of agent relationships, exclusive representation agreements, and payment demands). Negotiated and documented numerous service, supplier, business partner, and other agreements. Defused threatened unlicensed provision of real estate services claims on commercial purchase transaction commission.
Online Marketing Company – Drafted client’s independent contractor and employment agreements, change of key employee equity incentive strategy from stock option agreements to restricted stock unit agreements, and drafted company’s template separation and confirmation of resignation agreements. Negotiated and drafted joint venture, supplier, and assorted other agreements.
Motorsports Company – Drafted client’s corporate governance, employment (e.g., template independent contractor and employment agreements), and service (e.g., template ATV/UTV rental, check out-check in sheets, etc.) agreements. Successfully guided client’s navigation of Town’s Zoning and Town Code violation claims, including drafting the Appeal to the Town Board of Adjustment, Special Use Permit, and petition for members of the public in support of the Special Use Permit application.
Telehealth Company – Re-drafted all of client’s corporate governance documents, website terms of service, website privacy policy, and consent forms. Renegotiated and re-drafted primary laboratory partner agreement. Advise company manager on handling of corporate governance items, previous significant debts, and potential funding routes.
Hobbyist Company – Led domestication of South Dakota LLC to Arizona and drafting of company’s corporate governance documents, including integration of a capped right to profits disproportionate to equity interest for one of the members. Drafted template reseller agreement and quarterly meeting and aspirational profit-sharing informational sheet for employees incentivization. Negotiated and drafted Lease to Purchase Agreement for company’s primary office space at several hundred thousand dollars below market price.
Online Content Creation and Education Company – Provided general corporate governance and risk mitigation counsel and drafted company’s independent contractor and employment agreements, website terms of service, and website privacy policy.
Software Company – Provided general corporate governance and risk mitigation counsel and drafted company’s corporate governance documents, non-disclosure agreements (NDAs), corporate resolutions, independent contractor and employment agreements, separation agreements, intellectual property assignment agreements, and other agreements.

4. Land Use and Zoning

Motorsports Company – Successfully represented client in Town Board of Adjustments appeal, securing Town stipulation to client’s provision of motor vehicle maintenance, service, and repair services related to client’s rental fleet – something previously prohibited by Town. Currently leading the client’s Special Use Permit application to enable it to provide maintenance, service, and repair services for third parties’ motor vehicles.

5. Purchase/Sale of Business

Investor Group – Negotiated and documented sale of three self-storage businesses and underlying real property assets for ~$7,000,000.
LLC Minority Member & Manager – Leveraged client’s pre-existing Manager designation to navigate minority member client (25%) through probate proceeding, multiple revisions to LLC Operating Agreement, negotiation and documentation of an Option Purchase Agreement, negotiation and documentation of two Membership Interest Purchase Agreements, and various corporate governance challenges by other members and their counsel over more than a year-long period. Avoided several threatened civil suits, protected client’s Manager role, improved ownership position from 25% to 100% in hostile membership environment. Approximately one million dollars in total transaction value.
Minority Owner in Five Related Utilities Entities – Represented client in equity purchase agreement for five related utilities companies, with sale proceeds totaling nearly $6,000,000, including negotiation and documentation of a side indemnification agreement that protects client from any liability pre- or post-sale of the equity interests, as well as a guaranty agreement providing for a side payment in additional consideration from another selling shareholder.
LLC 50% Member in Big Data Analytics Company – Saved client $1,000,000 by negotiating client's purchase of business partner's 50% interest in several related limited liability companies from pre-representation "best and final" offer of ~$4,500,000 down to ~$3,500,000.
Investor Group – Negotiated and documented purchase of self-storage facility business, assets, and underlying real property for ~$1,500,000.
Co-Owners – Negotiated and documented sale of accounting practice.
LLC 50% Member in Education Company – Negotiated and documented purchase of client’s 50% membership in education company by co-50% member upon deterioration of parties’ working relationship. In resulting Membership Interest Purchase Agreement (MIPA), secured inclusion of written repayment obligation of client’s previously undocumented six figure loan to company, invalidation of co-member’s spouse's claimed high five figure invoice to company for services allegedly rendered, broad indemnification provisions, and a carve out allowing client to retain title to all client’s developed educational materials.
Health Product and Coaching Franchisee – Led negotiation and documentation of health product and coaching franchisee sale to third party for approximately $500,000 – nearly $200,000 greater than the client’s best pre-representation negotiated priced.

6. Real Estate – Commercial

Hobbyist Company – Negotiated and drafted nearly $2,000,000 Lease to Purchase Agreement for client’s primary office space. Contractual protections during inspection period provided client ~ $50,000 in additional value in the form of property owner’s agreement to cover roof repairs and HVAC unit replacements prior to triggering of purchase obligation under Lease to Purchase Agreement. Negotiated and drafted Amendment to Lease to Purchase Agreement to confirm property owner’s aforementioned obligation.
Real Estate Brokerage – Negotiated and documented leases for three office spaces with beneficial terms. Advised client on breaking one of the leases due to a change in growth plans, with no adverse consequences.
Bar Business – Negotiated beneficial 10-year lease extension at 15% under market rental value with significant beneficial revisions to pre-existing commercial lease despite the underlying lease requiring 5-year renewal terms with all terms staying the same as the pre-existing lease other than the base rent and NNN costs.

7. Real Estate – Residential

Successor Trustee/Landowner – Avoided threatened imminent litigation for ~$500,000 in damages related to the parties’ agreement in principle to sell a unique piece of residential real estate and the potential plaintiff having spent hundreds of thousands of dollars in furtherance of said agreement. Negotiated and documented as-is, where-is sale of subject real property, well rights, and select related business assets for approximately $250,000 more than the opposing party’s argued enforceable contract purchase price.
Two 25% Landowners – Led negotiation and documentation of sale of two 25% interests in residential property to third party partial owner.
50% Landowner – Led negotiation and documentation of client’s purchase of fellow-owner’s 50% interest in residential real property assuming property price six figures under market value.
Multiple Clients – led negotiation and documentation of commercial lease agreements with beneficial terms.

* Some of the representations summarized here were handled by Frazier Law, PLLC team members prior to joining Frazier Law, PLLC.