The Cohn Law Firm LLCBaton Rouge Lawyers | Business & Estate Law Firm2026-05-15T10:01:52Zhttps://www.thecohnlawfirmllc.com/feed/atom/WordPress/wp-content/uploads/sites/1603679/2022/06/cropped-Cohn-Law-Firm-site-icon-32x32.pngOn Behalf of The Cohn Law Firm, LLC<![CDATA[What business owners should know about deadlock provisions]]>https://www.thecohnlawfirmllc.com/?p=478302026-05-15T10:01:52Z2026-05-15T10:01:52ZWhy business deadlocks develop
Deadlocks can arise in many closely held businesses. They usually appear when you and another owner have equal voting power or shared authority. Some common sources of deadlock include:
These disputes may become more likely as your company grows or faces financial pressure. Even strong business relationships can become strained when large investments or future plans are involved.
How deadlock provisions can help address disputes
Your business agreements may include deadlock provisions that explain what happens if owners cannot agree on a major decision. These provisions may appear in shareholder agreements, operating agreements or partnership agreements. A deadlock provision may establish a process for:
Resolving disputes through arbitration
Breaking tied votes on major decisions
Granting temporary management authority
Buying out an owner’s interest
Dissolving the business if necessary
These clauses can reduce uncertainty and give your business a process for handling disputes before they become more serious.
Why some businesses overlook deadlock planning
Many business owners focus on launching and growing the company rather than preparing for future disagreements. You may assume you and your business partner will always agree or believe informal discussions will solve any conflict that arises.
Some businesses rely on short or generic agreements that do not explain what happens during a serious dispute. That approach can create problems later, especially if your business grows, adds outside investors or passes to the next generation.
Planning ahead can help protect your business
Deadlock provisions give you a way to address possible disputes before they interrupt operations or damage long-term plans. For closely held companies, family businesses and equal partnerships, these clauses can help protect the business and its future.
As your company grows and ownership structures change, reviewing your company agreements may help you decide whether your current documents still match your business needs.
]]>On Behalf of The Cohn Law Firm, LLC<![CDATA[4 reasons new parents should not overlook an estate plan]]>https://www.thecohnlawfirmllc.com/?p=478292026-02-11T11:34:24Z2026-02-11T11:34:24ZBecoming a parent often brings a big shift in perspective. Concerns that once felt distant can suddenly feel relevant and urgent. Many new parents put off estate planning because it seems complicated, premature or something they can revisit later when life slows down. While people often associate estate planning with wealth, it is not just about money; it is about providing guidance and protecting your family.
Below are four reasons new parents should consider putting a plan in place sooner rather than later, along with tools to help achieve each goal.
1. It gives your child a voice through your choices
Young children cannot advocate for themselves in court. In Louisiana, a guardian is legally called a “tutor.” Without a Will naming a tutor, a judge may appoint one by law, usually a close relative, who may not reflect your preferences. A properly executed will, signed before a notary and two witnesses, allows parents to choose the tutor they trust. This ensures decisions about your child’s care align with your values rather than default rules.
2. It reduces uncertainty during already stressful moments
Emergencies often arrive without warning. If a parent becomes temporarily unable to manage finances or make medical decisions, loved ones may struggle to step in. Powers of attorney, both financial and health care, allow trusted individuals to act on your behalf in these situations. Without these documents, families may face confusion and limited flexibility during critical moments.
3. It protects assets meant to support your child’s future
Even families with modest savings benefit from planning. Assets left directly to a minor often require court supervision, which can limit flexibility and delay access. Tools such as a revocable trust allow parents to control how and when funds support their child, whether for education, health care or daily needs. This approach ensures that resources last beyond childhood and are used as intended.
4. It adapts as your family grows and changes
An estate plan is not a one-time task. Regularly reviewing documents such as wills, trusts and beneficiary designations helps keep everything aligned as life evolves, ensuring both immediate and long-term protections remain intact.Estate planning supports both short-term protection and long-term peace of mind.
A thoughtful step toward long-term security
Estate planning is not about predicting the future; it is about preparing for it with care. For new parents, even a simple plan can make a meaningful difference. Because every family’s situation is unique, speaking with an experienced estate planning attorney, especially one familiar with Louisiana’s law system, can provide guidance tailored to your family and help you create a plan that reflects your priorities.]]>On Behalf of The Cohn Law Firm, LLC<![CDATA[5 essential clauses every business agreement needs]]>https://www.thecohnlawfirmllc.com/?p=478272025-11-26T13:14:48Z2025-11-26T13:14:48ZEvery business agreement carries risk. Unclear contracts increase that risk. Contracts set the duties and expectations for all parties. They help prevent misunderstandings and conflicts. Well-crafted agreements help your business run smoothly and build a foundation for long-term success.
Why clauses matter in business agreements
Clauses are the key parts of a contract. Each clause explains what each party must do and the steps they must follow. In Louisiana, contracts follow civil law. This focuses on what the parties intended instead of relying on past court decisions.Louisiana law also requires parties to act in good faith and recognizes certain formalities, such as notarization or written documentation. Wording matters because it can determine if a clause is enforceable. This is especially true for termination clauses, non-compete agreements and obligations tied to property or business interests.
5 key clauses to include
To help safeguard your business, you may want to consider certain clauses. Here are the five most important ones:
Payment terms: Clearly define how and when parties make payments, including late fees or interest. Louisiana law can affect enforcement, so clear wording is essential.
Scope of work or deliverables: Spell out each party’s obligations. Clear language prevents disputes and makes responsibilities clear.
Termination conditions: Explain how the agreement can end and include any notice requirements. Louisiana’s civil law may influence the enforceability of certain termination clauses.
Dispute resolution: Include steps for handling disagreements, such as mediation or arbitration. Knowing state rules helps ensure courts enforce these steps.
Confidentiality and non-disclosure: Protect your business information, trade secrets and client data. Louisiana recognizes certain protections that you can reinforce through clear contract language.
These clauses give your agreements a strong foundation. They set expectations, lower risk and support professional relationships.
Protect your business with clear contracts
Including essential clauses protects your business and avoids costly misunderstandings. Proactive agreements build clarity and trust in every partnership. Clear contracts do more than fill paperwork. They protect your business now and in the future.]]>On Behalf of The Cohn Law Firm, LLC<![CDATA[4 key life events that prompt an estate plan update]]>https://www.thecohnlawfirmllc.com/?p=478262025-08-26T08:49:15Z2025-08-26T08:49:15ZArrival of new family members
The birth or adoption of a child or grandchild significantly changes estate planning goals. Parents or grandparents typically want to provide for these new additions. This could be through direct inheritances, trusts for education, or naming guardians. Without an updated plan, these vital protections for the newest generation remain unaddressed. This can leave them unprotected.
Big business changes
Business owners and entrepreneurs face unique estate planning needs. Starting a new business, selling a large company or gaining many business assets needs careful inclusion in an estate plan. This ensures proper business succession. It also lowers possible taxes and clearly states how business interests transfer. This protects the company's future and the owner's legacy.
Gaining new wealth
A big increase in wealth, perhaps from investments, inheritance, or a successful business, requires an estate plan review. Larger amounts of assets often mean different tax considerations. They also need more advanced planning methods. An old plan might not make the most of wealth transfer. It also might not fully protect these new assets from probate issues or unintended distribution.
Relationship changes
While marriage leads to estate plan updates, divorce or the end of a long-term partnership carries equally important effects. Old wills and trusts may still name former spouses or partners as beneficiaries or trusted decision-makers. Changing these documents makes sure assets go to the intended heirs. It also ensures trusted people manage affairs based on current desires, preventing unwanted distributions or conflicts.
Protecting your legacy
Life’s changes mean you must actively manage your estate plan. Checking and updating your plan regularly makes sure it continues to meet your changing goals. This important process protects your family’s future and keeps your hard-earned assets safe, just as you intend.]]>On Behalf of The Cohn Law Firm, LLC<![CDATA[Can real estate investors convert commercial space into condos?]]>https://www.thecohnlawfirmllc.com/?p=478252025-05-26T20:29:03Z2025-05-26T20:29:03ZZoning issues
The first issue that investors and owners need to consider is zoning. Property use is subject to restrictions based on current zoning. Those hoping to modify a commercial building to provide residential housing need to address the zoning of the property.
In some cases, they may be able to obtain a zoning variance. Other times, local authorities may agree to rezone the parcel. The process of modifying the zoning or obtaining a variance can be quite lengthy and costly.
Residential facility requirements
The building code is another key consideration when converting a commercial space into a residential one. Office spaces, old industrial facilities and vacant warehouses likely do not have the infrastructure necessary for multiple independent residential units.
It may be necessary to completely rewire and reform the building. Independent heating and cooling systems are also frequently necessary. The cost of renovating a commercial facility to make it compliant with current residential building codes.
The cost of converting a building can eat into the profit margins for investors and owners. However, an awareness of regulations and compliance with the law can make it easier for investors to estimate costs and create a realistic schedule for renovations to the facilities. Investors intending to expand or substantially alter their real estate portfolios often need help.
Reviewing development plans and zoning issues can help investors and property owners avoid common pitfalls. Plans to convert underutilized space into high-demand residential properties can prove lucrative with the right approach.]]>On Behalf of The Cohn Law Firm, LLC<![CDATA[3 tips for estate planning as an investor]]>https://www.thecohnlawfirmllc.com/?p=478242025-03-01T19:13:52Z2025-03-01T19:13:52ZProvide clear information about all investments
Diversification protects against economic downturns, but it can create challenges when others need to identify investment holdings. Especially in scenarios where people may have invested in vacant parcels of real property, physical assets like gold or digital resources, there may not be a clear paper trail connecting them to their investments.
Their loved ones could overlook some of their investment property during estate administration, which could lead to major challenges in the future. Maintaining a comprehensive list of all current investments is a smart move. Investors may want to provide account information and other details that can help people identify and access their investments.
Consider transfer-on-death designations
In scenarios involving investment accounts in particular, testators have a unique option available if they hope to bypass probate court. They can file a transfer-on-death designation with their financial institution. Their intended beneficiary can then assume control over the investment account without waiting for the probate courts to oversee the transfer. Direct transfers can also diminish the value of an estate to reduce estate tax risks. Keeping assets out of probate court can protect resources from creditor claims.
Consider funding a trust
The more successful an investor becomes, the greater the risk of estate taxes and other probate complications. Holding certain investments in a trust can be a way to keep them out of probate court and minimize tax liability. The investor can continue to benefit from their resources while they are alive. They can choose someone to manage those investments and how they distribute them after they die.
Creating a thorough estate plan is a smart decision for investors and others with complex financial resources. The right estate planning strategy can help people protect themselves, their loved ones and the legacy they hope to leave.]]>On Behalf of The Cohn Law Firm, LLC<![CDATA[Choosing the right personal representative during estate planning]]>https://www.thecohnlawfirmllc.com/?p=478232024-12-06T20:16:05Z2024-12-06T20:16:05ZBe objective about personal characteristics
One of the most common estate planning mistakes people make is to choose the person that they have the strongest emotional connection with to serve in positions of authority. They name their closest child as their personal representative or the sibling with whom they share the deepest bond as the guardian of their children.
Those choices may not ultimately be what is best for the testator, their dependents or their estate. Setting aside personal attachment and trying to view possible candidates as objectively as possible is crucial when attempting to select someone for such an important role.
A personal representative generally needs to have certain key characteristics. Those characteristics include:
honesty
integrity
a strong work ethic
decent organizational skills
an ability to remain calm in stressful situations
a willingness to follow instructions
patience
compassion
reasonable overall health
A personal representative must first and foremost fulfill their obligations as established under the law. A personal representative should not undermine the testator's decision to disinherit one family member or leave highly uneven bequests.
They need to be assertive enough to interact with creditors and frustrated family members. They need to be calm and compassionate enough to deal with those coping with grief. They must also be able to present a reasonably professional facade in probate court.
Other factors, including the age and location of the candidate, can also influence how fit they are for the role. Testators often prefer those who live nearby, but someone out of state can potentially serve as a personal representative with the right support. A willingness to fill that role is also crucial, as a personal representative named in estate planning documents can decline to take on that role after the testator dies.
Thinking carefully about who should serve as a personal representative can help testators as they work on the creation of an estate plan. People may need to update estate planning documents as family relationships change or the health circumstances of a personal representative shift.]]>On Behalf of The Cohn Law Firm, LLC<![CDATA[3 business decisions that could lead to partnership disputes]]>https://www.thecohnlawfirmllc.com/?p=478222024-09-02T14:31:13Z2024-09-02T14:31:13Zconflict resolution skills can help address such issues in many cases. Occasionally, they could do real damage to a working relationship.
What types of decisions might lead to disagreements between those who run a company together?
Employment decisions
The choice to hire, promote or terminate a worker can be controversial even within the company. One partner may become angry at a hiring decision that they view as nepotism, for example. Other times, issues may arise because of a decision to terminate a worker without discussing the matter first. Decisions about staffing made without the direct input of a partner can potentially lead to major disputes in the future.
Vendor or client decisions
Perhaps the partners run a roofing company, and one partner signs off on giving a client a major discount that eliminates the profit margins for a project. Perhaps they sign an agreement with a vendor that commits the company to overpay for necessary materials.
Decisions related to vendors and service providers often involve a lot of research, making it important for partners to discuss them in case one partner has information that is not readily available to the other. Decisions about client and customer arrangements can also be sources of controversy, as they can cost the company money or put its reputation at risk.
Decisions to sell or merge the company
Sometimes, an outside company or a potential investor may approach one partner and solicit their approval for a major business transaction. They may technically have the authority to commit the company to a merger or approve an acquisition, but doing so might frustrate their partner and lead to a protracted dispute.
Choices regarding the long-term future of the company and the niche that it occupies within an industry typically need to involve everyone in positions of authority and those who have invested substantially in the organization to ensure no major conflicts and derail the transaction or damage relationships. Unfortunately, many partners make decisions that seem intelligent, only to suffer the professional and interpersonal consequences later.
Protracted partnership disputes may begin with a decision and may ultimately do real damage to an organization. In some cases, litigation between the partners may be the only way to resolve a disagreement about the organization. Thankfully, those who structure their businesses carefully and communicate proactively can reduce the risk of simple decisions damaging their partnership.]]>On Behalf of The Cohn Law Firm, LLC<![CDATA[What happens if someone dies without a will?]]>https://www.thecohnlawfirmllc.com/?p=478152024-05-31T15:28:50Z2024-05-31T15:28:50Zapproximately two-thirds or 67% of all adults do not have any estate planning documents on record. If they die before they get around to drafting wills, their loved ones may end up facing a relatively complex process in succession court. Even intelligent, responsible adults with plenty of assets in their names sometimes fail to plan appropriately before they die.
What happens if people die without wills in place?
State law guides intestate estates
Louisiana has laws addressing what should happen to personal property if someone dies without a will. There are protections in place specifically for the close family members of the decedent, including their spouse and any children they may have. More distant family members can inherit if people die without a spouse or other immediate family members to survive them. In cases where people do not have any surviving family, the state may eventually receive their property.
Those who have large families or specific wishes regarding who inherited what property from their estates may very well find that intestate succession rules don't really meet their needs. People may want to leave money for charitable causes. They may have friends or distant relatives who they'd like to leave assets for after their passing. There are countless personal circumstances that make intestate succession laws insufficient.
The process of drafting an estate plan does not need to be difficult and stressful. With the right support, testators can quickly put protections in place for their closest family members and other dependents. They can create a legacy that meaningfully reflects their values. A will can give someone control over their legacy instead of letting state law determine who receives their property.
Those who understand what is at risk should they die without an estate plan may finally make the decision to draft a will and other testamentary documents. Adults in Louisiana who take control of their legacies can feel more confident about what will happen after they die.]]>On Behalf of The Cohn Law Firm, LLC<![CDATA[3 steps for handling a vendor or service provider contract breach]]>https://www.thecohnlawfirmllc.com/?p=478142024-03-09T23:27:09Z2024-03-09T23:27:09ZA review of the original agreement
It is easy to complete the details of one contract with the term set in another or to misremember certain elements of an arrangement. From confusion about timing to matters related to pricing, there are many details that someone may need to validate by reviewing a contract when they believe there has been a breach. Validating exactly what the contract requires makes it easier to address the matter effectively.
Communication with the other party
Once someone has affirmed a breach of contract occurred by reviewing the contract, communication about the matter is critical. Sometimes, informal communication with the other party could lead to a resolution. The party that failed to fully uphold the agreement could potentially resolve the matter once they realize their mistake. Written communication can eliminate claims that the other party was unaware of the matter even if they do not act to resolve it quickly.
File a lawsuit
If a breach has occurred and the other party does not readily move to address the matter, pursuing a lawsuit might be a wise step. The vast majority of lawsuits related to contract breaches settle outside of court. When a business takes the time to file a lawsuit, it communicates its sincerity about resolving the matter to the other party. They also pave the way for a legal solution to the contract breach of the other party is not amenable to resolving the matter amicably. The courts potentially have the authority to invalidate the agreement, compel a refund, compensate a business for damages or order specific performance from the party and breach of the written agreement.
A contract breach can be both inconvenient and expensive. Taking timely action can minimize the negative impacts that a contract dispute has on an organization.]]>