Pepicelli, Youngs And Youngs PC

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Business Law



Whether you are starting a new business or have been operating for years, corporations, limited liability companies (LLCs), and certain partnerships can provide peace of mind while maintaining flexibility. When operating a business as a sole proprietor, you are personally liable for all debts of the business. This can include loans in the name of the business or any judgments from a lawsuit against the business. Forming a legally recognized “corporate” entity such as a corporation, LLC, or limited partnership can help insulate you from liability.


What does this mean? If you operate an LLC that incurs a debt, the creditor can only collect against the LLC assets (i.e. the creditor cannot take the house you own in your own name). We can help you decide if some form of corporate entity is right for you and, if so, what type of entity best fits your needs.


Formation also involves planning for changes to, or the dissolution of, the business. Setting expectations and terms at the outset through Bylaws, Operating Agreements, By-Sell Agreements, and other foundational documents can avoid problems with business partners and family members in the future.




Buying or selling a business is complicated. You must negotiate agreements to make sure no-one is taking advantage of you. You must comply with government rules and regulations. You must review and understand the loan and/or mortgage documents necessary for financing the transaction. Every sale or purchase is unique and presents its own challenges. You may be purchasing a business to start on a new career path or buying into a field you have known for a long time. You may be selling to pursue new opportunities or to have a relaxing retirement.


We have worked for buyers and sellers to negotiate and close stock sales and asset sales. Our attorneys have worked closely with many local realtors, CPAs, bankers, and other professionals to help you successfully close your business transaction. Let us help you achieve your goals.




Sometimes growing your business means obtaining loans. Similar to a business purchase, you must understand the loan and/or mortgage documents necessary for your expansion. Business loans often include terms that are not allowed in a standard residential or consumer transaction. For example, the loan may include a confession of judgment clause that allows the lender to obtain a judgment against you without the normal legal process. You need to be aware of the risks and options prior to proceeding.




Business relationships can sour over time, just like any other relationship. Some instances involve contract disputes between a business and a vendor or customer. Others involve disputes between business partners. The best prevention is having solid advice and sound legal documents at the start. When things go south, we can help. Our attorneys can provide you with information on the strengths and weaknesses of your case, then help you formulate a plan to go to court or try to reach a settlement.




Employees are a business’s greatest asset. Good employees generate revenue, act as brand ambassadors, and develop skills to grow the business. Having good employment policies and practices helps your employees by setting expectations. When followed, those policies also protect the business. We have experience advising clients regarding their employment policies and practices. We can also advise a client on procedures to follow when an employee must be disciplined or fired.




  • Advised a client that they do not need to form a business entity, saving the client start-up costs and legal fees. (Our job is to help determine what is in your best interest, even if it results in lower fees for us.)
  • Assisted a client forming a professional corporation to operate a medical practice.
  • Assisted a client with the sale of a tool & die company.
  • Advised a client on the financing of a more than $10 million business lending transaction.



*No attorney can guarantee the same result in every case because the facts and circumstances of each case are different. The examples above are included to provide illustrations of work that we do, rather than guarantee the results we can obtain.


Lisa Pepicelli Youngs


Brian T. Cagle



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Need help with legal issues? Contact us now at 814-337-7000

*In the case of “no recovery, no fee” or “contingent fee” cases, out-of-pocket expenses, like filing fees, costs to obtain medical records, and court reporter fees will be paid by the client out of any settlement.