Corporate Structuring & Special Transactions

Experienced counsel for the complex, sensitive business decisions that can’t be handled with templates.

We help owners navigate governance changes, equity restructurings, founder issues, & strategic transactions with clarity & precision—all on a flat-fee basis.

Some Business Decisions Are Too Important for Guesswork

Most companies eventually hit a moment where the existing structure no longer works:

  • A co-founder leaves — or needs to.
  • Equity allocations need to be updated or cleaned up.
  • An old operating agreement no longer reflects reality.
  • A silent partner wants more rights — or wants out.
  • You need to add an executive with equity or options.
  • A dispute needs to be resolved before it becomes litigation.
  • A restructuring would save taxes or simplify the cap table.
  • A buyer, lender, or investor requires governance changes.

These situations carry significant financial and operational consequences.
They require sharp judgment, clean drafting, and strategic foresight.

DealPoint Counsel™ gives you that — without hourly billing, delays, or ambiguity.

What We
Handle

We support a wide range of corporate and ownership matters, including:

  • founder departures or removals
  • buyouts and equity clawbacks
  • new founder additions
  • division of duties and authority
  • deadlock resolution mechanisms
  • updating or replacing outdated operating agreements
  • revising shareholder agreements
  • allocating or rebalancing ownership
  • converting debt to equity
  • eliminating informal or undocumented equity arrangements
  • board/manager composition
  • voting rights
  • investor or minority protections
  • approval thresholds
  • new governance frameworks for growth or acquisition
  • equity grants
  • profits interests
  • option pools
  • vesting schedules
  • performance-based arrangements
  • forming new entities
  • holding company or parent/sub structures
  • entity conversions (LLC corporation)
  • simplifying multi-entity structures
  • preparing for future sale due diligence
  • strategic partnerships
  • joint ventures
  • non-standard investment structures
  • revenue-sharing or profit-split arrangements
  • complex contract packages that tie together governance and economics

If it affects ownership, control, or economics — we handle it.

How DealPoint Supports
Complex Corporate Decisions

Every engagement follows a guided, plain-English process.

Focused Diagnostic Call
Step 1
Focused Diagnostic Call

We start by understanding the real problem, the personalities involved, and the practical constraints.

Flat-Fee Engagement Proposal
Step 2
Flat-Fee Engagement Proposal

You receive a fixed quote for the work — no hourly billing, no uncertainty.

experienced Assessment
Step 3
experienced Assessment

We analyze:

  • ownership documents
  • contracts
  • cap table
  • governance structure
  • the relationships and incentives at play

We identify leverage points and risks before drafting anything.

Strategic Plan
Step 4
Strategic Plan

You receive a clear action plan outlining:

  • the issues at stake
  • recommended paths forward
  • negotiation posture
  • tradeoffs to consider
  • documents needed
Drafting & Negotiation
Step 5
Drafting & Negotiation

We prepare clean, plain-English documents designed to withstand future disputes and real-world business needs.
If needed, we negotiate with the other parties directly.

Why Business Owners Choose DealPoint
for Corporate Structuring

We solve practical problems, not theoretical ones.

Your governance documents need to work in the real world — not just in a vacuum.

We protect relationships where possible.

Many of these issues involve partners, friends, or long-term colleagues. We help you solve the problem without burning the business down.

We think three moves ahead.

We anticipate what could go wrong in the future and draft accordingly.

We make complex decisions simple.

Plain English. Direct analysis. Clear recommendations.

We don’t drag things out.

Fast turnaround. No unnecessary friction.

You get a flat-fee quote before any work begins.

No clock. No surprises.

Common Scenarios Where DealPoint Helps

  • “My co-founder wants to leave. What do we do?”
  • “We’re bringing in a new partner — how should we structure it?”
  • “Our operating agreement is outdated and no longer works.”
  • “We want to incentivize key employees with equity.”
  • “Two partners are deadlocked — how do we fix it?”
  • “We need to restructure before an investor or buyer comes in.”
  • “A founder isn’t pulling their weight — what are our options?”
  • “We’ve been operating informally. We need a real structure.”

If any of these sound familiar, DealPoint Counsel™ is the right fit.

Related Services

For key contract reviews or negotiations within these restructuring events.

Learn More

Need Strategic Counsel for a Complex Ownership or Governance Issue?

We help you make the hard decisions with clarity, confidence, and practical insight — without breaking your budget or your business.

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Ferreri Miller, PLLC is located in Louisville, Kentucky. Our attorneys are licensed in Kentucky. We may represent clients in other jurisdictions only where permitted by applicable rules, and we may associate with local counsel when required. This website is for general informational purposes only and does not constitute legal advice. Viewing this website or contacting us does not create an attorney-client relationship; no such relationship exists unless and until we confirm engagement in writing through a signed engagement agreement. Do not send confidential information until an attorney-client relationship has been established in writing. Past results and client testimonials do not guarantee future outcomes. This website is not intended to solicit clients where prohibited.
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