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Based in Tucson, AZ

Business Law


Robert Pearson Law provides legal counsel to folks involved in business. Whether you’re a first timer starting a side hustle; an established business; or a sophisticated business professional—we can help. From business formation; to operations and ongoing legal support; to business acquisitions and sales; to dissolutions, business divorces, and reorganizations—that’s us.

Starting a Business

Starting a business takes a lot of work. We can help you do it. Broad topics we navigate with new business owners include:

  • type of entity to run the business out of–e.g., a limited liability company, corporation, limited liability partnership, etc.–to fit your business objectives, while providing personal-liability protection for the owners;
  • rights, duties, and relations between the company’s owners and managers, including how day-to-day and important decisions are made;
  • how profits and losses are distributed;
  • how capital contributions and distributions will be made;
  • books, records, and general tax implications (although the firm provides no formal tax advice);
  • liability, exculpation, and indemnification;
  • restrictive covenants;
  • exiting the company if the relationship fails.

As part of starting a business, we handle tradename and trademark registration, and can obtain an EIN (federal tax-identification number), so you can open business bank-accounts or obtain credit at financial institutions. Personal and business funds should be kept separately, or you risk losing the personal-liability shield.

Other considerations exist too. You’ll need to consider, for example, whether you need a formal written-agreement governing the company, like an operating agreement (LLC), partnership agreement (partnership), or shareholder agreement (corporation). Is there more than one owner? Is this a small family-business meant to remain in the family for generations, or a new business intended to be built and sold so that it must be made attractive to potential investors? If more than one owner exists, or you’re looking to sell the company or attract investors, you’ll likely want governing documents in place addressing the broad considerations above and other topics.

Although Arizona has statutes addressing many of these considerations, they have gaps and might not meet the specific needs in any given situation. With few exceptions, Arizona law allows parties to craft their own individualized agreements governing their business relationships. Getting an up-front written agreement in place allows for smoother day-to-day business operations, and mitigates the risk of costly future litigation arising from misunderstandings or “creative” statutory interpretations. In starting a business, clarity and diligence avoid litigation. Ambiguity and haste create it.   

Running a Business: Disputes & Transactions

For existing businesses, legal matters come in two major categories: (1) disputes/litigation, and (2) transactions. We do both.


In the business context, disputes come in all shapes and sizes. Sometimes, a business deal goes sideways, with partners or managers in a company fighting about money, management, rights, and breached duties. Other times, a company is seeking to stop a former executive or key employee from competing and stealing customers in violation of non-compete and non-solicitation clauses. Or a company is seeking compensation from another company for harm caused by unfair competition or stolen trade secrets. Or a manufacturer might sue a supplier for breach of an agreement to fill an order governed by the Uniform Commercial Code. Sometimes, it’s a straightforward breach of contract for non-payment on a promissory note; or a complaint or threat received from a client, patient, or customer. The possibilities are endless.

Many business disputes can and should be settled early to save cost, mitigate risk, or maintain a relationship. In those cases, we can help negotiate and facilitate early resolutions, avoiding protracted, costly litigation.

But some need to be litigated. Litigation means resolving disputes through the court process. We handle commercial litigation from start to finish. Ideally, clients involve us early–right when a dispute arises–so we can help navigate issues and manage risk, through performing an early case-evaluation, generating an objective analysis of the parties’ positions and their strengths and weaknesses.

Typically, cases that go to court are either resolved early through mediation or a conciliatory process; by months of litigation resulting in an eventual pre-trial settlement; or by resolving the case by trying it to a judge, arbitrator, or jury. If your case needs to be litigated and tried, we’ll do it.

We provide straightforward, no-nonsense advice about the factual and legal realities of the case, so that you can be fully informed and clear-eyed when making important decisions about resolving your business dispute. Providing professional, thoughtful, diligent litigation services–from start to finish in resolving your disputes–we’re with you.


On the transactional side, we support businesses by helping them manage risk, protect property, and engage in various commercial transactions. We draft, negotiate, and review contracts; licensing and acquisition agreements; debt, financing, and investment agreements; non-compete, confidentiality, non-disclosure, non-solicitation, employment, and independent contractor agreements.

Outside General Counsel

We also provide outside general-counsel service to small and medium-sized businesses under a subscription arrangement. It operates somewhat like concierge’s medicine–you become a client of the firm, and we ensure our availability and time for you. This allows smaller businesses to establish a relationship with an outside attorney (Robert Pearson Law) who is readily available to the company to advise on issues as they arise–for example, fast contract review, employment advice, dispute negotiations with a vendor. This, in turn, allows businesses to navigate and resolve ad hoc legal issues more quickly and efficiently. Under our subscription arrangement, you get “same-day” access to a lawyer. So, if an issue came up, you’d just pick up the phone, or send us an email, and we’d respond without delay, often the same day.

Ending a Business

Sometimes a business must end. This can happen voluntarily by agreement of the owners, or involuntarily by judicial dissolution. Reasons for dissolution vary but commonly include disagreements between owners and managers or allegations of fraud, stealing, or gross mismanagement. Sometimes, normal economic conditions cause downward pressure on the business’s profitability and sustainability, causing a wind down. When a business needs to end, we can help parties dissolve and wind it down, including paying creditors and distributing assets.


Robert Pearson Law also advises on Uniform Commercial Code (UCC) compliance, along with creation and enforcement of UCC liens and other security interests like mechanics’ liens. Through both its own resources and outside network of relationships with colleagues and legal professionals at reputable firms in the Tucson and Phoenix legal communities–Robert Pearson Law can handle just about any business law matter, litigation or transaction. If, for example, we are handling a large litigation case or transaction needing multiple lawyers, we co-counsel with various attorneys in our professional network depending on the needs of the case.