Tuesday, August 23, 2005

The LLC Class A partners and I met at the office of our company lawyer this afternoon. The truth is, we've barely needed a lawyer so far for anything but basic employee and customer agreements, and I don't know him very well. He has never impressed me, but we haven't needed much, so it hasn't been a problem.

Jack, David, and I arrived at the office together, all coming in from different directions. It felt weird, sneaking out of my client site (once again) without telling anyone where I was going. One person did ask, and I said I had a doctor's appointment, which I planned to tell everyone.

I learned at the meeting that I don't care for our lawyer. He seems "slippery", talking without really saying anything, and also talks way too much for someone we pay by the hour. I had to interrupt him constantly to get to the point.

I had my business Operating Agreement notes with me, and he basically echoed those. He clarified the "75% supermajority" term, saying that since I was leaving, my ownership didn't count in this vote, and it was 75% of whoever was remaining.

This part of the agreement was also interesting, because it meant the "company" could agree to buy my shares, and then those shares would cease to exist. The ownership in the company would then be based on outstanding shares. In this case the "company" would be Jack and David, as they would be the remaining Class A business partners. Once again, Class B partners don't have any legal say here. So, if Jack and David -- acting as the company -- can agree with me on a sales price, I can sell my interest to the company, as mentioned in my previous diary entry.

We also got one other important piece of information from the lawyer. It turns out that he can't help either of us individually, he can only represent the company. He said that I needed to get my own lawyer, and anyone interested in buying my shares should also get their own lawyers. If and when we have a deal, he can write up the business sales documents from a company perspective once we have the terms of the deal, but other than that there isn't anything he can do for us individually. Considering that he struck me as such a slippery character today, I can actually respect that position.

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