Mike Lang Legal

Mike Lang Legal I’m a transactional attorney and business and real estate advisor.

I’ve spent 19 years helping clients grow their businesses and develop projects that produce strong financial results and make sense to the end-user.

07/07/2026

One thing I’m seeing more of lately:

Business owners think they understand their risk…until you start pulling on threads.

Cyber is just one example.

But you see the same pattern everywhere:

– contracts that don’t match how the business actually operates
– insurance that doesn’t cover what people think it does
– vendor relationships with no real accountability
– exposure sitting in places no one is actively monitoring

Nothing is obviously “broken.”

But no one has really stepped back and pressure-tested the system.

That’s usually where problems start.

07/02/2026

A lot of businesses look great—right up until something stops cooperating.

Compliance holds.
Relationships hold.
Financing holds.

And as long as all three keep behaving, everything feels stable.

The problem is that most companies mistake current cooperation for structural strength.

That works—until one variable changes and the whole picture looks different overnight.

06/30/2026

Most business partnerships fail because of preventable disputes that stem from poorly structured agreements.

After 20 years of watching brilliant partnerships crumble, I've learned that most problems come from treating partnership agreements as afterthoughts instead of strategic foundations.

Here's what most business owners don't realize: when your entity is taxed as a partnership, governance and economics don't have to match. You can own 60% of the economics but only have 40% of voting control.

You can give minority owners veto power over specific decisions. You can even create different classes of partners with entirely different rights.

The key areas that make or break partnerships:

Capital contributions - equity, loans, or hybrid approaches
Management authority - who can actually bind the company
Minority protections - important, but don't make everyone equal
Exit planning - before you need it
Deadlock resolution - including baseball arbitration

The biggest mistake? Waiting until there's a problem to address these issues.
Smart business owners structure these relationships upfront when everyone's aligned on goals, not when emotions run high and stakes are personal.

06/23/2026

As your business grows and laws evolve, your foundational documents—like your operating agreement, bylaws, or employee onboarding forms—can quickly become outdated.

Outdated documents can lead to real problems:

Disputes with partners

Tax issues

Compliance issues

Gaps in employee protections or expectations

It’s important to update your documents so that they reflect how you are really running your business. You want them to reflect what you expect from all the stakeholders in your business, like your partners, employees, and vendors.

A periodic legal checkup is just as important as a financial one.

Don’t wait for a crisis to find out your documents don’t match what you expect. It’s always easier to address these things proactively.

If it’s been more than a year since you reviewed your business’s organizational, employee and key vendor documents, let’s talk.

It does take a lot of time or money to identify gaps, protect your interests, and ensure you're operating with confidence.

Message me directly if you’d like to talk.

06/11/2026

Getting paid is one of the hardest parts of business.

You can have perfect agreements and it’s still really hard. Money gets tight in business all the time. Banks can have liens on cash and assets. Businesses can file bankruptcy and wipe out the debt you are owed. There are the people who want to try to negotiate your price down after you delivered. Then there are the folks who just won’t pay.

Going through collections is expensive. It’s time consuming. It’s an emotional drain. Its worse if you try to sue to collect.

When you are negotiating your deal, think about how you are going to get paid if there’s a problem. Really, this is the most important thing your lawyer should be doing for you. Fancy words don’t mean much if you can’t collect.
So, how do you get paid?

Obviously, getting paid before you deliver your goods or services is the best way. It’s not always possible and might reduce your overall sales. But try to get something up front.

Another great way is to keep a security interest or lien in whatever you sell. This will let you get back the asset and sell it to recover your cash. You need to follow the right steps to make sure you have a lien that’s valid against 3rd parties, but it really helps collection efforts.

Having a personal guaranty from a business owner will usually keep the owner interested in trying to find a resolution. But a guaranty is really only a minimal protection. You really need something more than that.

The best thing you can do to get paid though is to have a good partner in your deal. You won’t know everyone intimately, of course. But you can vet people. Check their financials. Make sure they don’t have a track record of lawsuits or nonpayment. Run a credit report. Of course, be aware of regulations and laws before doing any of these things.

Yes, these things can slow down deal velocity and you may lose some deals. But that pain will be less than the pain of trying to collect later.

If you need help thinking through how to get paid, please reach out.

06/09/2026

If you're selling your business, your buyer cares about your non-compete. A lot.

Trying to insert some vague exception to the non-compete worries them and threatens your deal. No one wants to buy something and think that there's a chance that the seller is going to be competing with them soon.

It's perfectly fine to negotiate some items that are not part of the non-compete. But they need to be clear so everyone knows where the line is.

A vague exception is just an invitation for a lawsuit later.

06/05/2026

When selling your business, anticipating a buyer's due diligence requests can significantly streamline the process and create a smoother transaction. Buyers will typically dive deep into financial records, contracts, legal compliance, and operational details. Being prepared with organized and updated documentation not only builds trust but also speeds up negotiations. Doing this up front also lets you get ahead of potential diligence issues that can derail your deal. Resolving these issues may allow you to get a better purchase price and minimize concessions.

Start gathering key documents early, such as financial statements, tax returns, and contracts, and ensure there are no unresolved issues. The more prepared you are, the more confident buyers will be in the strength and transparency of your business.

06/03/2026

Lately, I’ve spent as much time helping clients figure out how to get out of deals that aren’t going well as helping with new deals.

The pattern is always the same.

The client is investing a lot of money, signing up to pay a lot of money or something bad is happening (like you are getting fired or ending a relationship with your business partner).

The other side’s attorney drafts the document. That document is very one sided and doesn’t take into consideration your expectations or concerns. They didn’t try to.

The other side’s attorney tried to make it as one sided and beneficial for his client as possible. That’s his job.

A lot of problems could have been eliminated, and a lot of fees could have been saved with a good review of the document by an attorney.

Usually, I can raise all the red flags or tell you that the deal doesn’t match your expectations (or what the market expects) in about an hour. It’s up to you where you go from there. But the review doesn’t have to be a bunch of money.

If we have to try to fix a problem after you sign, it’s always a ton more expensive and it’s never just attorneys’ fees. There’s usually a check to write or a cost to bear to get out of the problem.

05/28/2026

Most relationships you have in business will just be ok.

They basically live up to their end of the bargain, but they don’t do everything that they signed up for. All those things can add up though and sour relationships.

Landlords have tenants who pay the rent and have strong sales but are always late with required reporting.

You could have a business partner that does a great job pulling in business but doesn’t do much beyond that.

A vendor may deliver on time and with good quality but screws up the billing.

A customer on net 15 terms consistently pays at 60 days.

A lot of effort is spent in contracts and leases to deal with these issues. A lot of times, during the negotiation process, people allow these minor points into the agreement because they know that if the big thing is being handled well, nothing will happen if the minor stuff doesn’t get done.

How do you deal with ok relationships?

First, focus on what’s important when you are setting up your deal and during the ongoing relationship. Make sure that’s well documented and that there is a real remedy if you aren’t getting it. If you aren’t getting what you really need, you have a bad partner, not an ok one.

Second, you do sometimes need to put minor things in the agreement, just to set some ground rules. This could be reporting requirement, for example. Make sure you get what your business needs, but don’t start complaining if the right cover sheet isn’t on the TPS report.

Third, ask if another partner can do what you need. I saw a lease recently that wanted a tenant in an office park to remove snow from their front sidewalk. The office park was clearly going to have someone come into to do snow and ice removal. Have that vendor shovel the sidewalk.

Finally, if you aren’t willing to do something about it, it’s not important. Don’t spend time worrying about it, complaining about it, or arguing about it. Just focus on getting what you really need from your partners.

If you focus on what’s important, negotiating your deals will be easier and you’ll have better ongoing relationships with your partners.

05/21/2026

You have to pay attention.

If you own a business, you have to pay attention to how the money is being handled.

You can outsource your accounting and CFO functions, but you still have to pay attention to your money.

You have to look at the financial statements.

You have to have controls in place to make sure that the people who are handling your money (or your business partners) aren’t stealing from you, taking kickbacks, or investing in ways that don’t make sense.

We get calls from business owners all the time looking for help because they realized that the person they trusted with the money probably shouldn’t have been trusted.

If your employees and partners know you are paying attention, it will stop most problems. Even if it doesn’t, you’ll catch the problems earlier.

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Indianapolis, IN
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