AboutA. Hall, Minnesota Attorney Expertise As a licensed Minnesota attorney, I can answer questions involving Minnesota law in the following areas: business ownership issues, forming a business, contracts, employment, securities, copyrights, trademarks, patents, licensing, trade secrets, unfair trade practices, shareholder disputes, tax law, M&A, corporate law, general business law, and resolving disputes through negotiation, arbitration, or litigation. I can provide general information for these topics in geographic locations outside Minnesota.
Experience Aaron Hall is a licensed attorney, admitted to practice law in Minnesota state courts and the U.S. Federal District Court in Minnesota.
Aaron Hall's experience includes service at the law firms of Fredrikson & Byron, Morrison Fenske & Sund, Foley & Mansfield, and Henningson & Snoxell. Aaron Hall also served as a judicial extern under the Honorable Paul A. Magnuson, United States District Court Judge, and as an adjunct professor at Concordia University teaching Introduction to Business Law, Business Law for Marketing Professionals, and Internet Law for Marketing Professionals courses.
Aaron served in a variety of appointed positions for city, county, and state government entities, including the Burnsville City Board of Appeals, the 35W Solutions Alliance, the Minnesota Department of Revenue Property Tax Assessment and Classification Reform Study Group, and the Heart of the City Steering Committee. In 2007, the Minnesota Justice Foundation recognized Aaron for providing over 200 hours of pro bono legal services during the year.
Organizations American Bar Association
Minnesota Bar Association
Hennepin County Bar Association
Minnesota Small Business
Publications Associated Press, Star Tribune, Pioneer Press, Duluth News Tribune, William Mitchell Law Review
Education/Credentials Aaron was awarded his Juris Doctor degree cum laude from William Mitchell College of Law, where he served on the William Mitchell Law Review. He was recognized on the Deans List for outstanding academics and received the CALI Awards of Excellence in Corporations and Alternative Dispute Resolutions courses. Aaron served as President of the Business Law Society and coordinated the establishment of the Corporate Appellate Law Moot Court. He was awarded his Bachelor of Arts degree in Marketing Management and Innovation summa cum laude from Concordia University in St. Paul, Minnesota.
Awards and Honors Ten Outstanding Minnesotans, Minnesota Jaycees
Question I am involved in a partnership (LLC) with two other partners. We have been in business for almost 2 years now and I have yet to receive any compensation. The other partners have both been paid in commission as well as partner share. My question is: if I were to want to get out of this partnership, what should I expect as far as compensation?
Answer The first place to look to resolve this question is in your LLC member's agreement. That agreement may state how partners are to be bought out and how to value the buyout/sale price. Setting that aside, I'll address the general issue of valuing a partner's ownership interest in the company.
Valuing an exiting partner's ownership interest in a small (closely held) company is normally very difficult. Normally, the partners come to an agreement based on one or a combination of factors. Popular factors include these:
1. the amount each partner invested to start the company
2. the market value of the ownership interest based on the company's assets, liabilities, prospects for future growth, etc.
3. factors 1 or 2 adjusted by the amount of time a partner invested in the company or the amount of earnings (e.g. commission) partners received
4. the expectations of the partners when starting the company and during the course of business
When a company is set up, I recommend that partners keep their ownership interests separate from their compensation for work as employees. Then, a partner can exit the company without having to evaluate compensation payments, like the commissions in your case, that were made to partners.
