Corporate and Business Law — Orland/Tinley Park and Chicago Southwest Suburbs
Privately held businesses face legal challenges that large corporations manage with full in-house legal departments. For the independently owned business — whether a family LLC, a professional practice, or a closely held corporation — access to that level of experienced, integrated counsel has historically been out of reach.
Lechner Law Office acts as outside general counsel to privately held businesses throughout Orland Park, Tinley Park, and the Chicago southwest suburbs. We handle the full range of legal issues that arise in the life of a business — from formation and governance through transactions, disputes, and succession — and because Paul Lechner is both an Attorney and CPA, every legal recommendation is evaluated for its business and tax implications at the same time.
Paul has practical experience gained at Fortune 100 companies including GE Capital, CIT Group, and Trinity Industries, as well as at KPMG LLP, where he served as a Managing Director on diligence, valuation, and investment advisory engagements. He brings a transaction-level understanding of how businesses are structured, valued, and transferred that most local counsel cannot match.
Business and Corporate Law Services
Entity Formation & Structure
Choosing the right entity — LLC, S-corporation, C-corporation, partnership, or sole proprietorship — is one of the most consequential decisions a business owner makes. The right answer depends on your industry, ownership structure, exit timeline, and tax situation. We analyze the alternatives and form the entity, draft the governing documents (operating agreement or bylaws and shareholder agreement), and advise on initial capitalization and asset titling to ensure the entity actually provides the legal and tax protections it was designed to deliver.
Buy-Sell Agreements
A buy-sell agreement is the foundational governance document for any multi-owner business. It controls what happens to a business interest when an owner dies, becomes disabled, divorces, retires, or simply wants to exit. Without a buy-sell agreement, a departing owner or their estate can force a sale, transfer ownership to an unwanted party, or tie the business up in litigation. We draft and review cross-purchase agreements, entity redemption agreements, and hybrid structures, and coordinate the funding mechanism — typically life and disability insurance — to ensure the agreement is executable when it is needed.
Mergers, Acquisitions & Divestitures
Whether you are buying a business, selling one, or divesting a division or product line, the transaction requires careful legal documentation and tax analysis. The structure of a deal — asset purchase versus stock purchase, installment sale versus cash at closing, earnout versus fixed price — has significant tax consequences for both buyer and seller. As both an attorney and CPA, Paul Lechner analyzes the after-tax economics of competing deal structures and documents the transaction from letter of intent through closing, including purchase agreements, representations and warranties, non-compete agreements, and post-closing arrangements.
Joint Ventures & Strategic Partnerships
When two or more parties combine resources to pursue a common business objective, the governing documents must clearly define contributions, decision-making authority, profit and loss allocation, and the process for exiting the venture. We draft joint venture agreements, limited liability company operating agreements, and partnership agreements that anticipate disputes and protect each party’s interests throughout the life of the relationship.
Corporate Maintenance Program
The legal protections that a properly formed entity provides — limited liability, asset protection, favorable tax treatment — can be lost if the entity is not properly maintained. Illinois courts have pierced the corporate veil and held owners personally liable when they found that an entity was not operated as a genuinely separate legal person. Common failure points include failure to hold required meetings, commingling personal and business assets, failure to file annual reports with the Secretary of State, and governing documents that do not reflect current ownership or management arrangements.
Our ongoing corporate maintenance program is designed to prevent these problems. Services include:
- Reviewing governing documents to ensure they are current, properly coordinated, and comply with Illinois law
- Acting as the client’s registered agent for service of process
- Preparing notices and minutes of required annual and special meetings
- Filing periodic reports required by the Illinois Secretary of State
- Assisting with initial retitling and transfer of assets into the entity at formation
- Regularly updating governing documents to incorporate new planning strategies, changes in ownership or management, and changes in applicable law
- Assisting with the titling of newly acquired business assets
- Providing information throughout the year on relevant business and tax law developments
Why Entity Maintenance Matters: Piercing the Corporate Veil
Illinois courts will look past the entity and hold owners personally liable for business debts when they find that the entity was used as an alter ego of its owners — a doctrine known as piercing the corporate veil. While Illinois courts do not pierce the veil lightly, the risk is real, and the consequences are severe. Factors that increase the risk include: failure to capitalize the entity adequately, commingling of personal and business funds, failure to observe corporate formalities (meetings, minutes, resolutions), failure to maintain separate books and records, and siphoning funds from the business to the owners’ personal use without proper documentation.
For small business owners, the gap between what the entity was designed to provide and what it actually provides in practice is often significant — not because the entity was poorly formed, but because day-to-day business pressures lead to the gradual erosion of the practices that keep the entity’s legal protection intact. Our corporate maintenance program is designed to fill that gap.
General Business Advisory Services
Beyond specific transactions, many of our business clients rely on us for ongoing strategic and legal counsel in areas that span multiple disciplines:
- Business Succession Planning — preparing for the transfer of ownership and management at retirement, death, or disability. See our Business Succession Planning page for a full discussion.
- Asset Protection Planning — structuring business and personal assets to reduce exposure to future creditors, lawsuits, and divorce.
- Key Executive Planning — designing compensation, retention, and contingency arrangements for key employees whose departure would significantly harm the business.
- Personal Estate Planning for Business Owners — ensuring that the business interest is integrated with the owner’s estate plan so that both business continuity and family wealth transfer objectives are achieved. See our Estate Planning page.
- Commercial Litigation — business contract disputes, shareholder and LLC member disputes, breach of fiduciary duty, and creditors’ rights. See our Litigation page.
- Tax Consulting & Appeals — entity structure analysis, IRS examination representation, and U.S. Tax Court proceedings. See our Tax Planning page.
Frequently Asked Questions
Should my business be an LLC or an S-corporation?
Both LLCs and S-corporations provide limited liability protection and pass-through taxation. The differences relate to self-employment tax treatment, flexibility of ownership and profit allocation, and administrative requirements. S-corporations can provide savings on self-employment taxes for owners who pay themselves a reasonable salary, but have restrictions on the number and type of shareholders. LLCs are more flexible in their ownership and governance arrangements. The right choice depends on your specific situation — we analyze both options and recommend the structure that best fits your tax and business objectives.
What is an operating agreement and why do I need one?
An LLC operating agreement is the foundational governance document for a limited liability company. It defines the rights and obligations of members, the rules for managing the company, how profits and losses are allocated, what happens when a member wants to leave or dies, and how the company can be dissolved. Illinois law allows LLCs to operate without a written operating agreement — but in that case, the default rules under the Illinois Limited Liability Company Act govern, which may not reflect your intentions. Every multi-member LLC should have a carefully drafted operating agreement, and even single-member LLCs benefit from one.
What does outside general counsel mean in practice?
Outside general counsel means we serve as your primary legal advisor across all business matters — not just specific transactions. Rather than calling a different attorney for each legal issue that arises (contracts, employment, real estate, disputes, succession), you call us. We handle what we can directly, and when a matter requires a specialist outside our practice areas, we coordinate with and supervise that specialist on your behalf. For most privately held businesses, this approach provides better legal outcomes at lower overall cost than engaging multiple single-issue attorneys who do not know your business.