On the EVCOR Advisor Podcast, host Max Beairsto speaks with Barr LLP associate lawyer Myles Applin about the legal foundation of a business and how overlooked issues can become critical during disputes, financing, or a sale. Miles emphasizes keeping the corporate minute book current as the “diary” of the corporation, reviewing bylaws and unanimous shareholder agreements for compliance, and periodically updating key contracts (ideally yearly or after major events). They discuss risks of informal or unsigned agreements, commonly missed contract clauses like indemnities and consent/authorization provisions (e.g., landlord approvals), and early dispute warning signs when communication breaks down. Miles outlines options before litigation, including mediation and arbitration, and warns against emotional “all or nothing” approaches. For sale preparation, they stress written agreements, clean governance, no hidden shareholders or litigation, and early planning with an advisory team to address structure, employees, and tax-efficient strategies.
00:00 All Or Nothing Disputes
00:38 Legal Foundations Intro
02:06 Minute Book Essentials
02:30 Legal Health Check Docs
03:21 Review Agreements Regularly
04:02 Risks Of Informal Deals
05:14 Hidden Contract Clauses
06:24 When Disputes Escalate
07:58 Mediation And Arbitration
09:09 Avoid Emotional Litigation
10:29 Due Diligence Red Flags
12:15 Minute Book Horror Story
14:06 Prep To Sell In 3-5 Years
15:25 Build Your Advisory Team
16:56 One Lawyer Conversation
18:37 Closing Takeaways
Connect with Max Beairsto:
LinkedIn: @MaxBeairsto
EVCOR: Contact Us
Connect with Myles Applin:
LinkedIn:@MylesApplin
Barr LLP: Contact Us