101 South Hanley, Suite 1280 Clayton, MO 63105
314.283.8930; henry@elsterlaw.com

Corporate/Business Counsel & Unauthorized Practice of Law

Sometimes as a business owner having an attorney isn’t just a mere luxury or convenience, it’s a legal requirement. More specifically, in litigation, corporations must be represented by an attorney — either in house counsel or outside counsel. The reason for this flows from Missouri Revised Statute Section 484.020.1: No person shall engage in the […]

Read More

Interference with Credit Expectancy

Interference with Business Contracts/Expectancy is a well-established tort in Missouri (and most other states). It has, however, developed through case law and can now be applied in several different contexts. A more common strand of tortious interference is tortious interference with credit expectancy. In order for a plaintiff to succeed on such a claim, the […]

Read More

Business/Corporate Buy-Sell Agreements & Departing Business Owners

Buy-Sell Agreements are in place to address what happens to a departing business owner’s shares/interest in a business. Can the departing owner take them with him and still collect profits? Do they automatically revert back to the business or other owners?  What happens if the departing business owner is forced out? Does it matter if […]

Read More

Funding Buy/Sell Agreements — Purchase & Restrictive Transfer Agreements

“Buy/Sell Agreements” are internal contracts between members, shareholders or owners of a business that spell out what happens to the shares of a departing business owner. They are designed to address and mitigate the business problems that arise when one of the owners of a business dies, retires, becomes disabled or departs. One of the […]

Read More

Trademarks: Registration, Infringement, Dilution

Trademarks are distinctive marks — in the form of words, phrases, symbols, or a combination thereof — which designate a source or origin of a particular good. Trademarks do not have to be registered to be legally protected. However, you would be a fool not to register your trademark. When you simply begin using a […]

Read More

Delaware Corporations & Missouri Corporations

One of my professors in law school once made the following analogy: prostitutes are to Las Vegas as Corporations are to Delaware. In excess of 50% of publicly traded corporations are incorporated (See: Articles of Incorporation, Corporate Bylaws) in Delaware. Why is this? Simply tax reasons? Or is it the legal structure surrounding the corporate […]

Read More