Business & Corporate Law | Brandon Davis, Esq.
At my firm, business law is delivered two ways: as a focused project engagement through my Business Sprints, and as an ongoing relationship through Fractional General Counsel services. Both are built around the same premise. Legal should make your business simpler and more protected, not more complicated.
Entity Structure: The Foundation Everything Else Sits On
Most business owners choose an entity structure when they launch and don’t revisit it until something goes wrong. That’s a mistake.
The choice between a sole proprietorship, LLC, S-corporation, C-corporation, or partnership isn’t just a filing question. It determines how your personal assets are exposed to business liability, how profits and losses flow through to your personal tax return, what your ownership and transfer options look like, and how attractive your business is to outside investors or acquirers down the road.
A single-member LLC is a common starting point. It provides a liability shield, it’s simple to maintain, and in Virginia, it defaults to pass-through taxation. But that liability shield isn’t automatic protection. Courts can and do pierce the corporate veil when owners commingle personal and business funds, fail to maintain proper records, or don’t hold required meetings and document decisions. The structure only protects you if you actually run it like a structure.
As businesses grow, entity selection becomes more consequential. An S-corp election under IRC § 1362 can significantly reduce self-employment tax for owners who are actively working in the business, but it comes with restrictions on the number and type of shareholders, and those restrictions matter if you plan to bring in outside equity. A C-corp opens the door to institutional investment and preferred equity structures but creates a double-taxation situation on distributed profits that doesn’t work for every business model.
I review your current structure against your short- and long-term goals and tell you where the gaps are.
Operating Agreements and Corporate Governance
The operating agreement is the document most LLCs have and few businesses actually read. It governs how decisions get made, how profits are distributed, what happens when an owner wants to leave, and what happens when owners disagree. A poorly drafted operating agreement, or no operating agreement at all, leaves you under Virginia’s default LLC rules and creates the conditions for exactly the kind of conflict that shuts businesses down.
In Virginia, LLC operations are governed by the Virginia Limited Liability Company Act (Title 13.1, Chapter 10 of the Virginia Code). The default rules under that statute fill in the gaps when your operating agreement is silent. Some of those defaults are reasonable. Others are not what you would choose if you’d been asked. I review your operating agreement against the statute, flag where the defaults create risk for your specific situation, and close those gaps.
Corporate governance matters beyond the operating agreement too. Meeting minutes, board resolutions, ownership ledgers, and proper documentation of major decisions aren’t just administrative overhead. They’re the paper trail that protects you in litigation, in audits, and in any due diligence process when you’re looking to sell or bring in investment.
Employment Agreements, Offer Letters, and Workforce Documentation
One of the most common places I find risk in small to mid-sized businesses is in employment documentation, not because owners don’t care, but because they’re focused on everything else.
An offer letter that misclassifies a worker as an independent contractor instead of an employee can expose you to back taxes, penalties, and benefits liability under the IRS’s common law control test and Virginia’s wage payment statutes. An employee handbook that hasn’t been updated since the business launched may have policies that conflict with current Virginia law. A non-compete clause drafted without reference to Virginia Code § 40.1-28.7:8, which imposed significant restrictions on non-compete agreements for lower-wage workers in 2020, may be entirely unenforceable.
I review the full employment documentation picture: offer letters, contractor agreements, classification decisions, handbook policies, disciplinary procedures, and separation agreements. The goal is to make sure what’s on paper reflects what you actually intend, complies with current law, and holds up if someone ever challenges it.
Contracts and Commercial Agreements
Every agreement your business enters into is a contract. Most small business owners negotiate and sign contracts without legal review as a matter of habit, and most of the time, nothing goes wrong. The problem is that when something does go wrong, the contract terms determine everything.
Key provisions that shape your actual risk exposure:
Indemnification clauses
who bears liability when a third-party claim arises from the work
Limitation of liability caps
whether your exposure is limited to the contract value or extends beyond it
IP assignment language
who owns work product created during the engagement
Termination and cure provisions
what triggers a right to terminate and whether either party gets a chance to fix the problem first
Governing law and dispute resolution
whether disputes go to court, arbitration, or mediation, and under which state’s law
I review agreements your vendors and customers send you, draft agreements for your most important relationships, and run key clause synthesis for transactions where speed matters and you need someone to tell you what the document actually says in plain English.
Business Succession and Buy-Sell Agreements
If you co-own a business, the most important contract you may not have is a buy-sell agreement.
A buy-sell agreement establishes what happens to an owner’s interest when they die, become incapacitated, want to exit, or have to be removed. Without one, those situations are governed by whatever your operating agreement says, and if your operating agreement is silent, by Virginia default rules that may not produce the outcome anyone intended.
A well-structured buy-sell agreement addresses:
Trigger events
what circumstances activate the agreement
Valuation method
how the departing owner’s interest gets priced (formula, appraisal, or fixed price updated on a schedule)
Funding mechanism
how the remaining owners actually pay for the interest (cash reserves, seller financing, or life insurance)
Restrictions on transfer
whether an owner can bring in outside parties without consent of the remaining owners
This is one of those documents where the absence is invisible until you need it, and then it’s too late to create it without conflict. The valuation dispute alone, once a triggering event happens and there’s no agreed method in place, can tie up a business for months and cost far more than the legal work would have. If you have a business partner and no buy-sell agreement, that’s a conversation worth having sooner rather than later.
Business Sprints: Project Engagements With a Fixed Price
My Business Sprints are designed for business owners who want a clear-eyed look at where they stand without committing to an ongoing relationship. Every sprint is a fixed-fee engagement. You know the cost going in, and you walk away with real findings, not a stack of generic recommendations.
Available sprint packages:
01
Business Health Assessment
A comprehensive review of your corporate records, operating agreements, meeting minutes, ownership declarations, and general operations. You’ll walk away knowing exactly what’s solid and what needs attention.
02
Employment Review
An audit of your employee handbook, classification decisions, offer letters, disciplinary policies, severance agreements, and contractor agreements. Particularly useful before a period of significant hiring growth.
03
Transaction Prep
Key clause synthesis, corporate records review, ledger review, employment audit, and risk assessment designed to produce a clean data room and get you ahead of any due diligence process. If you’re thinking about selling, bringing in investment, or partnering with a larger entity, this is the starting point.
Fractional General Counsel: Legal Integrated Into Your Operations
For business owners who want legal working alongside them on an ongoing basis, my Fractional General Counsel packages deliver in-house counsel functionality on a flat monthly subscription, without the overhead of a full-time hire.
The model is built around integration, not isolation. The goal isn’t to produce legal memos. It’s to be a genuine partner in operational decisions and to build legal into how your business actually runs.
Foundations Day-to-day check-ins (up to one hour per day, no charge for standard 15-minute calls between 9 AM and 5 PM), general corporate maintenance, and two standard form agreement negotiations per month.
Growth Everything in Foundations, plus a comprehensive employment documentation audit, merger and acquisition preparation, and one monthly strategy session of up to two hours. For businesses actively scaling or evaluating transactions.
Established Everything in Growth, plus ownership agreement review and rehabilitation (if needed), legal and contractual process review, priority scheduling for drafting and high-need periods, and quarterly M&A readiness audits. For businesses that need legal fully embedded in operations.
Why Work With Me?
My business law clients don’t get generic advice wrapped in qualifiers. When you ask a direct question, you get a direct answer.
Schedule the Smartest Investment You’ll Make This Year
Consultations are $200, creditable toward your engagement if retained.