Corporate and Organizational Services

Business Formation, Governance & Transactional Support

The LeGaye Law Group provides corporate, organizational, and transactional services to financial services firms, business owners, and other commercial enterprises. We assist clients throughout the lifecycle of their businesses, from selecting and establishing an appropriate legal entity to corporate governance, ownership changes, commercial agreements, acquisitions, sales, and other business transactions.

Our experience with regulated financial services businesses also enables us to assess the regulatory implications that may accompany changes in ownership, control, management, organizational structure, or contractual relationships.

LLC and Corporation Formation

Choosing and establishing the appropriate business entity provides the legal and organizational foundation for a new business. The LeGaye Law Group assists clients with the formation and organization of limited liability companies (LLCs) and corporations, including preparing the organizational documents necessary to establish the entity and to document its ownership and governance structure.

Corporate Governance & Organizational Matters

A business’s legal and organizational needs persist after formation. As ownership, management, and operations change, the company’s governing documents and corporate records should continue to reflect how the business is actually structured and operated.

We assist LLCs and corporations with ongoing organizational and governance matters, including amendments to organizational documents, corporate resolutions and consents, changes to officers, directors, managers, or ownership, and documentation of significant corporate actions. We also assist clients in reviewing existing organizational documents when ownership or management changes are contemplated or when a business is preparing for a significant transaction.

Contract Preparation & Review

Agreements should support business relationships by clearly documenting the parties’ responsibilities, economic arrangements, and expectations. The LeGaye Law Group prepares, reviews, and negotiates a broad range of business and commercial agreements, with particular experience in agreements used by broker-dealers, investment advisers, and other financial services firms.

Purchase and Sale Agreements & Business Transactions

The LeGaye Law Group assists clients with transactions involving the purchase or sale of businesses and business interests. Our services may include preparing, reviewing, and negotiating purchase and sale agreements; documenting the transfer of ownership interests or business assets; reviewing organizational and contractual matters related to the transaction; and preparing related closing and corporate documentation.

Transactions Involving Broker-Dealers and Investment Advisers

Transactions involving regulated financial services firms can pose issues beyond those in an ordinary commercial transaction.

Changes in ownership, control, management, or business activities involving a broker-dealer or investment adviser may trigger FINRA, SEC, state, disclosure, registration, or approval requirements. Because The LeGaye Law Group works extensively with broker-dealers and investment advisers, we can evaluate the corporate transaction alongside the regulatory considerations that may arise.

For broker-dealers, a proposed transaction or ownership change may require analysis of FINRA membership requirements, including whether a Continuing Membership Application (CMA) or other regulatory filing is required. For investment advisers, changes may require amendments to Form ADV, organizational documents, disclosure materials, registrations, or other regulatory filings.

This integrated approach allows the business transaction and its regulatory consequences to be addressed as related parts of the same matter.

Organizational Changes & Business Restructuring

Businesses evolve. New owners may be admitted, existing owners may depart, management responsibilities may change, entities may be reorganized, and business activities may expand or contract.

We help clients document these changes and update the related organizational and contractual framework. For regulated financial services firms, we also assess whether the change affects regulatory filings, registrations, disclosures, supervisory responsibilities, or other compliance obligations.

Representative Services

• LLC and corporation formation; Certificates of Formation and other organizational filings; Operating Agreements; corporate Bylaws; initial organizational consents and resolutions; shareholder and ownership documentation; organizational minutes and corporate records; federal employer identification number applications; and ownership and management structure documentation.
• Investment advisory agreements; brokerage and broker-dealer agreements; selling and securities-industry agreements; operating and shareholder agreements; employment and independent contractor agreements; confidentiality and non-disclosure agreements; intercompany and expense-sharing agreements; service and vendor agreements; and other commercial contracts.
• Stock and membership-interest purchase and sale agreements; asset purchase and sale agreements; ownership transfers; transaction-related corporate resolutions and consents; amendments to operating agreements and other governing documents; assignment and assumption agreements; ancillary transaction documents; and coordination of organizational and regulatory matters associated with closing.