Entity Formation
C corporations, S corporations, LLCs, and partnerships — modeled against three- and five-year plans, not last year's seminar.
Business & Real Estate
The Practice
Closely-held businesses live and die
by their documents.
For more than four decades, Sanger & Molever has counseled closely-held businesses, family enterprises, and real estate investors on the documents and the disputes that define their commercial lives. Our practice spans the full lifecycle: entity selection at the start, governance and growth in the middle, successor planning toward the end, and — when relationships break down — measured but capable litigation.
We approach business work the way our tax practice approaches planning: by reading every document carefully, anticipating the scenarios most owners do not want to think about, and writing provisions designed for the day they are needed.
Built Into the Documents
The structure of a business is built into its documents long before its books.
Choosing the right entity is the first and most consequential document a business creates. The decision among a C corporation, S corporation, LLC, limited partnership, or general partnership has lifelong tax and liability consequences — consequences founders typically cannot fully appreciate at the moment of formation.
We sit with clients, model the alternatives against their plans, and recommend the structure that fits the actual business — not the structure that fits the form.
Specific Matters We Handle
Six disciplines, one integrated practice.
Each engagement draws on the full breadth of the firm. We coordinate transactional, advisory, and litigation work so a single matter is never siloed from the larger picture.
Governance & Agreements
Operating agreements, shareholder control, voting and supermajority provisions, transfer restrictions, and non-competition frameworks.
Buy-Sell Agreements
Funded life-insurance integration, realistic valuation methods, installment payouts, and coordination with personal estate plans.
Real Estate & §1031
Acquisition, disposition, commercial leasing, ground leases, sale-leasebacks, and like-kind exchanges with rigid statutory deadlines.
Employment & Contractors
Employment agreements, executive compensation, independent contractor structures, and California-specific policy documentation.
Partnership & LLC Disputes
Deadlock, fiduciary breach, accounting actions, dissolution petitions, and the buy-out proceedings that often follow.
An Observation
"Most business disputes are not about what the parties agreed to. They are about what the parties never bothered to write down."
Forty Years of Litigation
Commercial Real Estate
Acquisitions, leases, and §1031 exchanges that admit no extensions.
For real estate clients, our work covers acquisition and disposition counsel, commercial leasing on both landlord and tenant sides, easement and CC&R analysis, ground leases, sale-leaseback structures, and the careful execution of §1031 like-kind exchanges that defer capital gains tax.
Where property is held through partnerships or LLCs, we coordinate with the entity's governance documents to confirm consents, transfer restrictions, and Proposition 13 implications are addressed before — not after — the transaction closes.
When Negotiation Fails
Trial-ready counsel, drafted by the same hand.
Where business relationships break down, we represent owners from informal mediation through full trial in California Superior Court — particularly in partnership and LLC disputes, deadlock among equal members, breach of fiduciary duty, accounting actions, and dissolution proceedings.
Because we draft the agreements that we later litigate under, we understand from the inside what each provision was intended to accomplish. That understanding produces tighter pleadings and sharper settlements.
Representative Engagement
An LLC redrafted, an exchange completed, a deadlock resolved.
A Coachella Valley family operating a hospitality business through a multi-member LLC engaged the firm to redraft their operating agreement, fund a buy-sell with life insurance, and complete a §1031 exchange of one of the underlying properties. The engagement spanned eighteen months, involved coordination with the family's CPA and lender, and resolved a long-standing deadlock provision that had quietly threatened the business for years.
Explore Further
Business & real estate, in detail.
Buying & Selling a Business
Asset and stock transactions, due diligence, earn-outs, and post-closing covenants.
Family Business Planning
Succession, governance, and the coordinated estate planning that closely-held companies require.
Tax Planning
Entity-level tax strategy that runs alongside every transaction we draft.
How We Work
Long relationships, built one document at a time.
New business clients typically begin with a single transaction or single dispute. Many remain with the firm for years afterward, returning each time the next document, the next acquisition, or the next succession question arises. We are comfortable in that long-term relationship — it is, in many respects, the work the firm was built to do.
Speak With Counsel
Discuss your matter
Whether you are forming a new entity, buying or selling a business, or facing a dispute among co-owners, we are available to discuss your matter in confidence.
