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Business Divorce: How to Break Up with Your Business Partner Without Destroying the Business – Part III

Alternatives to Breaking Up

Unlike the prior two articles in this series which talk about how to identify when it is time to break up with your business partner and how to break up without destroying the business, this article will talk about the alternatives to breaking-up that exist.

While this article refers to “partners” and “partnerships”, these are umbrella terms being used so that we do not have refer to all the various entity types repeatedly; the recommendations in this article can be applied to all of various entity types (LLC, corporations, partnerships, etc.).

Uneven Contribution/Compensation

As a lot of business break ups are motivated by the fact that one partner is not contributing as much as the others (or as much as they used to). In these types of situations, changes can made to the way that the business is run (and the way the partners are compensated) to make things “even” again.

Adjust Compensation to Match Involvement

Instead of breaking up, a partner can take a less active role in the business, whether this means that the other partner(s) is going to take on more work or that the business is going to hire an outsider to do some (or all) of the work previously doing by the now-less active partner. Of course, if a partner is now less active, this means that the compensation they receive from the business has to be modified to match their new activity level (or adjusted to pay for expenses related to the decrease in activity – such as the salary of the outsider now doing the less-active partner’s tasks). On the flip side, if a partner is taking on more work, their compensation also needs to be adjusted to reflect their new activity level.

However, if compensation in your entity is based solely on ownership (and not on involvement), a different solution may need to be created for your situation in which the less active partner either agrees to modify the way compensation is distributed or agrees to transfer some of their ownership interest to the now-more active partner.

Add a New Partner

Often instead of hiring an outsider to take on the duties previously done by the less-active parent, some partnerships choose to add a new person as an owner instead. There are various reasons for adding a new owner instead of hiring an outsider to perform important or sensitive tasks and there are various ways to do so.

Driven by A Need For A Change

Sometimes a breakup is motivated by the need for the entity to change the way that the business is run or the services/products that the business offers. In these situations, changes can be made that allow the business (or parts of it) to continue.

Arrange A Buy-Out or Redemptions

Often a new person is found, not to add the partnership, but to replace one of the current partners. With the new partner may come new ideas, new skills, or the ability to take the business in a different direction before.

Sometimes the transition between the old and new partners can happen all at once, the new person coming in at the same time that the old partner leaves or the transition can happen more gradually, the leaving partner slowly transferring ownership over to the new partner.

On the flip side, sometimes a partner may just want to buy out the less-active partner, instead of adding a new partner to the partnership or hiring someone to cover the duties no longer being performed by the less active partner. Once the buyout is complete, the remaining partner can then decide if they want to hire someone to handle the tasks performed by the old partner or if they want to get a new partner.

In this type of situation, the business can continue on, just like it always has, despite the fact that a change of ownership has occurred.

Spin-offs & Restructuring

Often a business will have several different divisions or different categories of products/services that it offers. In such a situation, it is often possible to separate out one (or more) of these divisions or categories and make them into their own separate entity. This new entity can be related to the prior entity (i.e., a subsidiary, etc.) or it can be its own separate and distinct business (not related at all).

These situations are often called spin-off by the media as the new entity is seen as been spun off of the older entity.

Regardless of the situation, documentation can be drafted which explains the actions being taken and the intended effect of such actions.

If A Business Break Up Is Unavoidable

Dissolution

The above options all require the business to continue on as an active entity. Sometimes this is not the case and the partners really just want to spilt everything up and then go their separate ways.

In Illinois, the process in which a business officially ends is called dissolution and a terminated business is known as a dissolved business (a dissolved corporation or a dissolved LLC).  An entity can either voluntarily dissolve (voluntary dissolution) or it can be involuntarily dissolved (involuntary dissolution).

If the partners are able to agree that the business need to be dissolved, the entity can file documentation with the Illinois Secretary of State announcing the dissolution. There are certain steps that need to be taken prior to dissolution; this process if known as “winding -up” and places certain requirements upon the owners with regards to the treatment of the assets (including the cash) of the entity. However, during this process, the partners can negotiate between themselves regarding how certain important assets are going to be treated (i.e., intellectual property) to allow opportunities for future endeavors by the partners (on their own or together).

However, if the partners are unable to agree on how the assets should be treated or if the entity should be dissolved at all, it may be necessary to get the court involved.

Judicial Intervention

All of the options above only work if the parties are able to work together towards a solution. Unfortunately, this is not always the case; there are some situations in which judicial intervention is necessary. If parties are unable to communicate (at all) or unable to reach an agree on how to move forward, it may be necessary to request that the court get involved and help resolve the situation.  Under Illinois law, the courts can order that:

  • The purchase by the entity of the ownership held by any partner(s);
  • That one partner be allowed to purchase the ownership held by another partner for an amount set by the court; or
  • That the entity be dissolved and that its assets be used to pay any outstanding debts of the entity (before being disbursed to the partners)

At the end of the day, only you can decide if it is time to break-up with your business partner or not. Due to the potential impact of business break-up, it is not a decision that should be made taken lightly or made quickly. Should you have any questions about potentially ending a business relationship or alternatives to ending a business relationship, or would like to schedule a free initial consultation, please contact Navigant Law Group, LLC at (847) 253-8800 or contact us online.

Navigant Law Group, LLC is a full-service law firm with various areas of service to assist your business, including: Employment Law, Intellectual Property, Commercial Real Estate, Litigation, and general Business Law services. Individual services include Estate Planning, Wills and Trusts, Probate, and Guardianship.

This article constitutes attorney advertising. The material is for informational purposes only and does not constitute legal advice.

Business Divorce: How to Break Up with Your Business Partner Without Destroying the Business – Part II

This is a continuation of a prior article by Navigant Law Group discussing discuss how to break up with your business partner without destroying the business. That article can be found at: How to break up with your business partner without destroying the business part II

As we discussed, while most businesses are started with the best intentions, not all businesses or business relationships work out. According to the various available statistics, between 50% and 70% of business partnerships do not last for a variety of different reasons. The following are a few things to keep in mind when considering terminating your relationship with your business partner.

Consider All of Your Alternatives

There are a number of different ways for a business relationship to end. Everyone has heard stories about bitter fights between former partners which result in the death of a business and turn lifelong friends turned sworn enemies.  However, that does not have to be the way it is. Equally as often, business partners are able to separate without any (or very little) animosity and are able to continue to interact socially.

When someone thinks of a business break-up, they often have an image in their head of two owners, each going off in their own separate direction, with the business left behind, abandoned.

However, instead of abandoning the business, steps can be taken to allow one (or more) owners to continue to operate the business (or portions of it). There are alternatives available that may solve your problems without ending the business relationship or killing the business.

One of the advantages to involving an experienced business attorney is that while there are several standard methods for handling an owner’s separation, a customized solution can always be crafted that addresses the issues faced by your business.

Make a Decision and Stick to It.

Once a decision has been made, stick to it. Waffling back and forth does not help any, especially the business. Dragging the process only causes more damage and usually increases the costs as well. Numerous articles can be found online which discuss the effects of instability on employees and on business profitability.

This does not mean make a rash decision. It is important to carefully consider all of the available options and the consequences of each before making a decision. An experienced advisor can help with identifying the available options and weighing the consequences of each.

It is equally important that research be done to make sure that decisions are made based upon accurate, complete, and timely information. If old, incomplete, or incorrect information is used, this could place the user at a disadvantage (e.g., using outdated financial information to negotiate an exit price, lack of knowledge about a potential liability, etc.).

Set Deadlines

Parties often find it helpful to set either a single deadline, or a series of deadlines, for the completion of the separation or other transaction. These deadlines can be the time at which time certain information is due or by which certain actions need to be taken.

Setting deadlines helps to ensure that everyone is moving forward towards the goal and that items related to the goal are addressed in a manageable fashion (in bits over time instead of all at once). A business break-up, and all the issues that go along with it, can be a bit overwhelming, but having a schedule for addressing the issues one at a time can help make the process easier. In addition, having a schedule to show (and proof that a party failed to meet the set deadlines) can be useful later if problems arise and the parties end up in court.

Address Potential Issues

Equally as important as researching to make sure that the information used during the break-up process is accurate and complete, is the practice of making sure that any potential claims or issues related to the business, both those issues which currently exist and those which can arise in the future, are addressed in the separation documentation.

Most business owners are familiar with the theory of liability and are aware that they can be held personally liable in certain limited situations. However, most forget that they can also be held liable for their actions by their fellow business owners (or by the business itself).

If a business relationship is ending or a business closing, it is important to know if anything is lurking which can come back later and cause issues.  No one wants to be surprised with a liability claim years after separating from a business. Luckily for business owners, these issues, both existing and potential, can be addressed in a number of different ways, from escrowing funds to purchasing insurance.

If such are a concern for you, it is recommended that you consult with an experienced attorney so that language can be drafted which identifies those claims which have been addressed (and those which have not) and details how such are to be handled.

Get Professional Help

A business break-up is not that different from a regular break-up (or divorce). In fact, it can be harder as there may be more people involved in the process and more assets that have to be dealt with.

Navigant recommends obtaining the assistance of experienced professionals to help guide you (and your business) through the break-up process. An attorney or other professional experienced in dispute resolution may be useful in helping the business owners work through the current issues and develop a plan for separating.

In addition to assisting the involved parties thorough the business break-up process, an attorney, unlike other third parties, can help formally document the end of the business relationship and navigate any other related issues (e.g., obtaining financing to fund the buying out of a partner, securing departing party’s release from existing guaranties or other business-related contracts, etc.).

At the end of the day, only you can decide if it is time to break-up with your business partner or not. Due to the potential impact of business break-up, it is not a decision that should be made taken lightly or made quickly. Should you have any questions about potentially ending a business relationship or alternatives to ending a business relationship, or would like to schedule a free initial consultation, please contact Navigant Law Group, LLC at (847) 253-8800 or contact us online.

Navigant Law Group, LLC is a full-service law firm with various areas of service to assist your business, including: Employment Law, Intellectual Property, Commercial Real Estate, Litigation, and general Business Law services. Individual services include Estate Planning, Wills and Trusts, Probate, and Guardianship.

This article constitutes attorney advertising. The material is for informational purposes only and does not constitute legal advice.

 

 

Business Divorce: How to Break Up with Your Business Partner Without Destroying the Business – Part I

Most businesses are started with the best intentions and tons of optimism. Sadly, not all businesses or business relationships work out. According to the various available statistics, between 50% and 70% of business partnerships fail. Several reasons exist why a business may need to break-up, ranging from retirement to mental incapacitation to fraud, or just a general inability of the owners to continue to run the business together.

Emotions run high when a business partnership fails and former lifelong friends can become bitter adversaries. Allegations can fly and thousands can be spent on attorney’s fees attempting to separate a tangled web of assets ending in the death of a once profitable business. No one wants to be in the situation described above and several steps can be taken to avoid such from happening to your business.

Execute A Partnership Agreement at the Beginning

First, and often the easiest and cheapest, is to have all of the involved parties/partners executed an agreement when the partnership or business is initially started addressing what happens when owner is no longer pulling their weight, wants to retire, goes bankrupt, gets divorced, becomes disabled, or dies.

Other important provisions to include within this agreement address oppressive situations (when majority owners refuse to share information or control or otherwise pressure minority owners to act in a certain way), identify triggers for dividends and distribution, and clarify non-competes or other restrictive obligations. Having an agreement which discusses these situations  (in addition to others)  can help stop what could be simple events from spiraling out of control.

Several different type of agreements can be entered into and each type focuses on different items (partnership agreement vs. buy-sell agreements, etc.). We recommended consulting with an experienced business attorney to ensure that all the important topics are covered.

Do Not Ignore the Warning Signs

The second step is to pay attention to warning signs. If you see that something is becoming a problem (someone is not pulling their weight, doing things in a way you disagree with, etc.), it is important to address the issue immediately. One of the worst things to do is to let something go, hoping that the person doing it will change their behavior or figure out on their own that you disagree with the it.

Keep Things Calm

The third step is to only talk when calm. This may be the hardest step of all. However, when tempers flare, people say things that they do not really mean (or did not mean to say to that person’s face). Once something has been said, there is no real way to unsay it. Repairing a relationship after a hurtful argument can be difficult, if not impossible sometimes.

There are hundreds of articles available with tips on how to have a difficult discussion while avoiding getting pulled into an argument; we recommend reviewing a few of these to get some tips that will work for your communication style.

Focus on the Entity

While talking, it is often helpful to focus on the entity, and what is best for the entity, not on each other, Avoid using phrases such as “because you did …” or “you have done…” and use phrases such as “Since …. occurred, the business needs to..” instead.

It is amazing how easily feelings can get bruised (or emotions heated) and avoiding sentences that appear to place responsibility (or blame) on one party or another can help to avoid emotional outbursts. While this is not always possible, it is helpful to approach the situation as team; the two (or more) of you against the problem, not against each other.

Determine Your Priorities

If it is time for your business to break-up, it is important that you are aware of what your personal priorities are with regarding to the business. Once you are able to determine what really matters to you, it will make the negotiation process easier as you will not be distracted by unrelated issues.

A lot of time is often spent arguing about items that do not really matters; does it really matter who ends up with the actual assets of the entity provided that you received your fair share of the value of the assets? On the flip side, if it important to you that you receive an item back that you contributed to the entity (i.e., a piece of real property, equipment, a patent, etc.), then you may want to make this one of your main negotiation points.

Estimate the Financial Impacts

Breaking up is expensive. Depending on the type of break up (amicable, disputed, etc.) and how the break-up is handled, the cost of breaking up can range from a few hundred dollars to hundreds of thousands of dollars.

The costs of break-up are various and range from those associated with addressing the contractual obligations and liabilities of the business (e.g., leases, current purchase orders, outstanding loans, etc.), to those related to obtaining financing to fund the break-up (e.g., in the event of a redemption).

Occasionally, the business can continue as on-going entity following a break-up but often it becomes a casualty of war in the battle between owners; either never fully recovering (profitable-wise or otherwise) following the break-up process or its death being intended as part of the separation process. Obtaining the assistance of an experienced professional can help to mitigate some of the issues related to business break-ups and potentially save the life of your business.

The issues above are only a few of those that should be considered when deciding to terminate your relationship with your business partner. Please read the following article in this series, “Business Divorce: How to Break Up with Your Business Partner Without Destroying the Business – Part II” for additional items to consider when deciding to terminate your relationship with your business partner.

At the end of the day, only you can decide if it is time to break-up with your business partner or not. Due to the potential impact of business break-up, it is not a decision that should be made taken lightly or made quickly. Should you have any questions about potentially ending a business relationship or alternatives to ending a business relationship, or would like to schedule a free initial consultation, please contact Navigant Law Group, LLC at (847) 253-8800 or contact us online.

Navigant Law Group, LLC is a full-service law firm with various areas of service to assist your business, including: Employment Law, Intellectual Property, Commercial Real Estate, Litigation, and general Business Law services. Individual services include Estate Planning, Wills and Trusts, Probate, and Guardianship.

This article constitutes attorney advertising. The material is for informational purposes only and does not constitute legal advice.

It Is Time To Break Up With Your Business Partners?

Is it time for you and your business partner to break -up? No one ever really wants to end a relationship, especially not when it is connected to a money-making business. However, not all businesses succeed and not all business relationships last forever. The hardest part is knowing when it is time to end things and then doing so in a way that causes the least amount of harm (to yourself, the business, and to others).

Often prior to breaking up, a business will retain the services of a disinterested third party (such as a business attorney or business coach) as a last attempt to resolve the current issues.  This is a valuable step and can often help to address both the issues that everyone is aware of and those issue that were secretly causing problems.  Unfortunately, not all problems that come up can be cured; sometimes the only answer is to break up.

If you feel that it may be time for you and your business partner to break up, there are several questions that you can ask yourself to determine if it really is time to break up.

Communication is Key

Are you unable to communicate calmly with your business partner or partners? Does every conversation turn into an argument? Are you unable to talk about simple issues without someone storming off?

One of the first sign that a business relationship is starting to fall apart is that the parties can no longer just talk to each other.  This failure or unwillingness to communicate can show up in a number of different ways, from business owners using third parties (e.g., employees, family members, etc.) to communicate, to only communicating in non-verbal ways (e.g., notes, emails, etc.), to refusing to directly communicate with each other at all.

Unfortunately, once the lines of communication have broken down, it is hard to getting them working again.

Unwillingness to Compromise

The majority of arguments can be resolved if both parties are willing to compromise a little. While there are some lines that cannot be crossed, most people are willing to stretch a little in order to meet in the middle. If neither you nor your business partner are willing to compromise or work towards resolving the issues that exist, it may be time to go your separate ways.

Uneven Workloads Equal Resentment

Is someone not pulling their weight? Is the compensation that is being received fair based on the responsibilities being handled? If the responsibilities of the business are not equally shared between the involved parties (or if compensation does not match the unequal distribution of work), resentment will begin to grow, usually on the side of the party who feels they are being taken advantage of or not being fairly compensated.

Often this issue can be addressed (without the business having to break up) by changing the responsibilities assigned to each party and then adjusting the compensation being paid so that it matches the work being performed. However, if the other owners are unwilling to agree to the adjustment, it may be time to break up.

Different Values or Business Styles

Do you and your partner have different business values? Are you disagreeing about how the business should operate?

While having a variety of diverse opinions is a wonderful thing in a number of circumstances, it does not always work well in business. The most successfully businesses are those in which all of the involved parties share the same vision of what the business is (or could be) and how it operates. When the owners of the business are no longer able to agree upon the most basic business principles, it is often time to consider breaking up.

We have all heard the phrase about too many cooks spoiling the soup. Similarly, there are countless ways to run a business and each business owner may have different ideas on how the business should operating (or how the soup should be seasoned). Unfortunately, sometimes these ideas are only shared after the business has been started, not before, and instead of the different ways blending together to make the business stronger, they end up making causing problems.

Bad Behavior

Sadly, one of the most common reasons that business partners break up is because one partner is acting irresponsibly or badly. The bad behavior of one owner can negatively affect the business and possibly the other owners as well.

This behavior can range from the business owner not taking their work seriously (simply wasting time or encouraging employees to waste time) to behaving inappropriately with customers (or employees) to actively stealing from the business.

Once an owner has crossed the line from being a benefit to the business to a risk for the business, or the other owners, it is time to terminate the business relationship.

Changing Goals

Have your goals or the goals of the other business owners changed? Is everyone happy contributing the same way (or amount) as they did before?

Occasionally, whether due to life changes or simply the passage of time, people’s goals change and they may no longer want to be involved with the business (at all or as much as they were before). If an owner of a business no longer wants the same things out of the business as they did before or they are no longer willing to contribute in the same way as they did before, it may be time to either change the business relationship or end it.

On the flipside, sometimes people want to take a more active role in the business then did before or want to explore a new business opportunity that was not available before.

In these situations, solutions other than ending the relationship completely can be worked out; see the third article is this series for alternatives to breaking up.

While several items are important during the break-up, keeping the business alive and profitable is often the most important; the following article in this series will discuss how to break up with your business partner without destroying the business.

At the end of the day, only you can decide if it is time to break-up with your business partner or not. Due to the potential impact of business break-up, it is not a decision that should be made lightly or quickly. Should you have any questions about potentially ending a business relationship or alternatives to ending a business relationship, or would like to schedule a free initial consultation, please contact Navigant Law Group, LLC at (847) 253-8800 or contact us online.

Navigant Law Group, LLC is a full-service law firm with various areas of service to assist your business, including: Employment Law, Intellectual Property, Commercial Real Estate, Litigation, and general Business Law services. Individual services include Estate Planning, Wills and Trusts, Probate, and Guardianship.

This article constitutes attorney advertising. The material is for informational purposes only and does not constitute legal advice.

 

Time to ditch that mask at work? Not quite.

On May 13, 2021, the CDC released new recommendations for fully vaccinated people, but does that mean you no longer need to require your employees wear masks at work?

Not so fast.

According to the CDC data tracker, about 59% American adults have received at least one shot, while 46% are considered fully vaccinated.  The new guidelines announced by Dr. Rochelle Walensky, director of the Centers for Disease Control and Prevention, represent a major step toward a return to pre-pandemic times. “Anyone who is fully vaccinated can participate in indoor and outdoor activities, large or small, without wearing a mask or physical distancing,” Walensky said. “If you are fully vaccinated, you can start doing the things that you had stopped doing because of the pandemic.”

The CDC’s new recommendations say that fully vaccinated people in a non-healthcare setting can:

  • Resume activities without wearing masks or physically distancing, except where required by federal, state, local, tribal, or territorial laws, rules and regulations, including local business and workplace guidance
  • Resume domestic travel and refrain from testing before or after travel or self-quarantine after travel
  • Refrain from testing before leaving the United States for international travel (unless required by the destination) and refrain from self-quarantine after arriving back in the United States
  • Refrain from testing following a known exposure, if asymptomatic, with some exceptions for specific settings
  • Refrain from quarantine following a known exposure if asymptomatic
  • Refrain from routine screening testing if feasible

Does that mean we can throw away our masks?  Not quite. Let’s break this down:

Non-Health Care Settings Only

The new CDC recommendations apply to non-healthcare settings only.   The recommendations for healthcare settings have not been updated since April, 2021.   The healthcare setting guidance applies to all healthcare personnel (HCP) while at work and all patients and residents while they are being cared for in a healthcare setting.

Fully Vaccinated People

The recommendation applies only to fully vaccinated people. That does not mean once someone has had their second shot (or their only shot with Johnson & Johnson) they are fully vaccinated. People are not considered fully vaccinated until 2 weeks after their second dose in a 2-dose series (Pfizer or Moderna vaccines) or their single-dose vaccine (Johnson & Johnson’s vaccine).

Federal, state, and local rules and regulations

The CDC’s guidelines are suggestions for behavior but they are not law. Ground-level decisions on when and where masks must be worn will now rest with states, local governments and businesses, which will have to decide whether to maintain or relax their masking mandates.

New York’s Governor Andrew Cuomo was quick to announce that his state’s mask mandate will remain in effect as state health officials review new federal guidance to allow vaccinated people to remove face coverings under most conditions.

In Illinois, Gov. JB Pritzker has stated the state will follow the CDC guidance.  “The Governor believes firmly in following the science and intends to revise his executive orders in line with the upcoming CDC guidelines lifting additional mitigations for vaccinated people.” said Pritzker spokeswoman Jordan Abudayyeh.

In Chicago, Mayor Lightfoot announced on Facebook that starting May 14, 2021 business can exempt fully vaccinated individuals from capacity limits across all industries and further said that restaurants & bars can seat parties of 10 or more people if all are fully vaccinated.

The announcement from the city of Chicago was a little more conservative, stating they will broadly follow the new guidance, though there may be some additional categories in which mask-wearing for vaccinated people will be expected to continue. “We will work with the state and our industry and business partners to review and update guidance for specific settings, and expect to broadly follow this new CDC guidance across most settings,” the statement said in part. “This does not, however, mean that masks are going away,” the city added. “We also agree with the CDC that masks should be worn during travel, including use of public transit, and that the unvaccinated should continue to wear masks in most settings.”

In Wisconsin, while the Supreme Court eliminated the statewide mask mandate in April, a number of counties and cities have their own mask mandates which still need to be followed even in light of the new CDC guidelines.  Kenosha recently announced it is keeping it’s mask mandate in place until May 27, when the mandate is currently set to expire.

Business and workplace guidance

No state or local mask mandate? The CDC is leaving it up to businesses to decide what to do. The CDC guidelines specifically state that fully vaccinated people should follow guidance at their workplace and local businesses. That means if your local grocery store says you need to wear a mask to enter – you still need to wear that mask!

The new guidelines also present complications for business owners, especially since there is no way to immediately know if someone who is not wearing a mask is, in fact, actually vaccinated.

What Else?

The new CDC guidelines also states that fully vaccinated people should:

  • Wear a mask on planes, buses, trains, and other forms of public transportation traveling into, within, or out of the United States, and in U.S. transportation hubs such as airports and stations.
  • Fully vaccinated international travelers arriving in the United States are still required to get tested within 3 days of their flight (or show documentation of recovery from COVID-19 in the past 3 months) and should still get tested 3-5 days after their trip.
  • Watch out for symptoms of COVID-19, and if they do have symptoms, get tested and stay home and away from others.
  • People who have a condition or are taking medications that weaken the immune system, should talk to their healthcare provider to discuss their activities. They may need to keep taking all precautions to prevent COVID-19.

 

Should you have any questions about mask mandates or other employee policies for your business or you would like to schedule an initial consultation, please contact Navigant Law Group, LLC at (847) 253-8800 or email us at info@navigantlaw.com.

At Navigant Law Group we know the ropes of the legal system. Business services include: Contract Law, Employment Law, Intellectual Property, WBE / MBE / VBE / LGBT / DBE certification, Commercial Real Estate, and other general Business Law services. Individual services include Estate Planning, Wills and Trusts, Administration, Probate, and Guardianship.

This article constitutes attorney advertising. The material is for informational purposes only and does not constitute legal advice.