Mike Lang Legal

08/25/2026

If a buyer, a lender, or the other side of a dispute looked at your business file tomorrow, what would they find?

This week's piece walks through what tends to turn up when someone outside the business looks for the first time — missing signatures, ownership records that don't quite agree with each other, contracts nobody remembers the terms of — and why it's worth looking yourself, before someone else does it on their timetable instead of yours. None of it means you've run things badly.

It just means you've been busy running the business instead of auditing its paperwork, which is usually the right call — until it isn't.

Link in the comments.

08/18/2026

Your operating agreement can be perfectly valid and still describe a business that stopped existing years ago. Same goes for a lot of your other paperwork — leases, vendor contracts, the informal promise you made to a key employee a few years back.

None of that makes anything invalid. It just means there's a gap between what your documents say and how the business actually runs today, and that gap tends to grow quietly until something forces you to look at it.

This week I'm writing about the places that gap tends to hide — new locations, informal promises to employees, family members with real responsibility and no formal role — and a few honest questions worth asking about your own business.

It's rarely just the operating agreement

07/15/2026

Most LLC owners have an operating agreement.

Most haven't read it since the day they signed it.

That's not a paperwork problem. It's a time bomb.

The document controls what happens when a co-owner wants out, when someone dies, when owners stop agreeing. And it means what it says — not what you remember discussing, not what everyone understood at the time.

A few things that catch people off guard:

→ Deadlock isn't just a 50/50 problem. If your agreement requires unanimous or supermajority consent for major decisions, a minority owner has veto power regardless of what the percentages say. You can own 70% and still be stuck.

→ Transfer restrictions protect you from your partner's creditors and ex-spouse. But most agreements don't have a workable exit path for when an owner just wants to leave.

→ Tax law changes. An agreement drafted under one tax environment may not be serving you the same way when the rules shift.

And here's the part most people miss: this isn't a fill-in-the-blank exercise. The questions an operating agreement has to answer don't have standard answers. They have answers that are right for your business, your structure, and your relationships.

Amending it when everyone's willing and things are going well is not complicated.

Waiting until things break down is.

07/07/2026

One thing I’m seeing more of lately:

Business owners think they understand their risk…until you start pulling on threads.

Cyber is just one example.

But you see the same pattern everywhere:

– contracts that don’t match how the business actually operates
– insurance that doesn’t cover what people think it does
– vendor relationships with no real accountability
– exposure sitting in places no one is actively monitoring

Nothing is obviously “broken.”

But no one has really stepped back and pressure-tested the system.

That’s usually where problems start.

07/02/2026

A lot of businesses look great—right up until something stops cooperating.

Compliance holds.
Relationships hold.
Financing holds.

And as long as all three keep behaving, everything feels stable.

The problem is that most companies mistake current cooperation for structural strength.

That works—until one variable changes and the whole picture looks different overnight.

06/30/2026

Most business partnerships fail because of preventable disputes that stem from poorly structured agreements.

After 20 years of watching brilliant partnerships crumble, I've learned that most problems come from treating partnership agreements as afterthoughts instead of strategic foundations.

Here's what most business owners don't realize: when your entity is taxed as a partnership, governance and economics don't have to match. You can own 60% of the economics but only have 40% of voting control.

You can give minority owners veto power over specific decisions. You can even create different classes of partners with entirely different rights.

The key areas that make or break partnerships:

Capital contributions - equity, loans, or hybrid approaches
Management authority - who can actually bind the company
Minority protections - important, but don't make everyone equal
Exit planning - before you need it
Deadlock resolution - including baseball arbitration

The biggest mistake? Waiting until there's a problem to address these issues.
Smart business owners structure these relationships upfront when everyone's aligned on goals, not when emotions run high and stakes are personal.

06/23/2026

As your business grows and laws evolve, your foundational documents—like your operating agreement, bylaws, or employee onboarding forms—can quickly become outdated.

Outdated documents can lead to real problems:

Disputes with partners

Tax issues

Compliance issues

Gaps in employee protections or expectations

It’s important to update your documents so that they reflect how you are really running your business. You want them to reflect what you expect from all the stakeholders in your business, like your partners, employees, and vendors.

A periodic legal checkup is just as important as a financial one.

Don’t wait for a crisis to find out your documents don’t match what you expect. It’s always easier to address these things proactively.

If it’s been more than a year since you reviewed your business’s organizational, employee and key vendor documents, let’s talk.

It does take a lot of time or money to identify gaps, protect your interests, and ensure you're operating with confidence.

Message me directly if you’d like to talk.

06/11/2026

Getting paid is one of the hardest parts of business.

You can have perfect agreements and it’s still really hard. Money gets tight in business all the time. Banks can have liens on cash and assets. Businesses can file bankruptcy and wipe out the debt you are owed. There are the people who want to try to negotiate your price down after you delivered. Then there are the folks who just won’t pay.

Going through collections is expensive. It’s time consuming. It’s an emotional drain. Its worse if you try to sue to collect.

When you are negotiating your deal, think about how you are going to get paid if there’s a problem. Really, this is the most important thing your lawyer should be doing for you. Fancy words don’t mean much if you can’t collect.
So, how do you get paid?

Obviously, getting paid before you deliver your goods or services is the best way. It’s not always possible and might reduce your overall sales. But try to get something up front.

Another great way is to keep a security interest or lien in whatever you sell. This will let you get back the asset and sell it to recover your cash. You need to follow the right steps to make sure you have a lien that’s valid against 3rd parties, but it really helps collection efforts.

Having a personal guaranty from a business owner will usually keep the owner interested in trying to find a resolution. But a guaranty is really only a minimal protection. You really need something more than that.

The best thing you can do to get paid though is to have a good partner in your deal. You won’t know everyone intimately, of course. But you can vet people. Check their financials. Make sure they don’t have a track record of lawsuits or nonpayment. Run a credit report. Of course, be aware of regulations and laws before doing any of these things.

Yes, these things can slow down deal velocity and you may lose some deals. But that pain will be less than the pain of trying to collect later.

If you need help thinking through how to get paid, please reach out.

06/09/2026

If you're selling your business, your buyer cares about your non-compete. A lot.

Trying to insert some vague exception to the non-compete worries them and threatens your deal. No one wants to buy something and think that there's a chance that the seller is going to be competing with them soon.

It's perfectly fine to negotiate some items that are not part of the non-compete. But they need to be clear so everyone knows where the line is.

A vague exception is just an invitation for a lawsuit later.

06/05/2026

When selling your business, anticipating a buyer's due diligence requests can significantly streamline the process and create a smoother transaction. Buyers will typically dive deep into financial records, contracts, legal compliance, and operational details. Being prepared with organized and updated documentation not only builds trust but also speeds up negotiations. Doing this up front also lets you get ahead of potential diligence issues that can derail your deal. Resolving these issues may allow you to get a better purchase price and minimize concessions.

Start gathering key documents early, such as financial statements, tax returns, and contracts, and ensure there are no unresolved issues. The more prepared you are, the more confident buyers will be in the strength and transparency of your business.