Business & Corporate Law | Wagner, Falconer & Judd (WFJ Law Firm)
Corporate & Commercial Practice Group

Business & Corporate Law

Strategic outside general counsel, entity formation, contract negotiation, and M&A representation protecting businesses from formation through succession.

Proactive Corporate Counsel

Legal Architecture Built for Operational Momentum & Enterprise Value

Every commercial decision carries legal, regulatory, and financial implications. At Wagner, Falconer & Judd, our Business & Corporate Law attorneys partner directly with founders, chief executives, and corporate leadership teams to anticipate risk before it disrupts operations.

Whether structuring a multi-member entity, negotiating mission-critical supplier and customer agreements, or preparing an established enterprise for acquisition or generational succession, we align legal execution with your commercial priorities across the United States and Canada.

Preventative Risk Management

Identifying contractual, governance, and compliance gaps before disputes materialize.

Outside General Counsel Retainers

Dedicated senior legal guidance tailored to your business cadence without full-time overhead.

Cross-Border U.S. / Canada Reach

Coordinated legal execution across Minneapolis, Brookfield, Billings, and Vancouver, B.C.

Executive Legal Advantage

Why Enterprises Choose WFJ as Outside General Counsel

  • Commercial Pragmatism: Contracts structured to close deals efficiently while preserving clear remedies.
  • Integrated Firm Capabilities: Seamless coordination with WFJ’s Employment, Construction, Collections, and Litigation teams.
  • Predictable Retainer Options: Transparent engagement models designed for growing middle-market and regional businesses.
  • Direct Partner Accessibility: Responsive counsel from attorneys who understand your balance sheet and industry.
Comprehensive Corporate Representation

Core Business Law Capabilities

Our Business Law practice supports every stage of the corporate lifecycle—from foundational entity structuring to complex commercial transactions and leadership transitions.

Entity Formation & Corporate Governance

Strategic entity selection and governance frameworks including LLCs, C-Corporations, S-Corporations, Partnerships, Operating Agreements, Corporate Bylaws, Buy-Sell Provisions, and Shareholder Agreements.

Structuring & Governance Inquire →

Commercial Contracts & Vendor Agreements

Precision drafting, redlining, and negotiation of Master Service Agreements (MSAs), Supply & Distribution Contracts, Licensing Terms, Non-Disclosure Agreements (NDAs), and SaaS/Technology agreements.

Transactional Drafting Inquire →

Mergers, Acquisitions & Business Succession

Comprehensive buy-side and sell-side representation encompassing Letters of Intent, Legal Due Diligence, Asset and Stock Purchase Agreements, Recapitalizations, and Family/Executive Exit Planning.

M&A & Exit Strategy Inquire →

Outside General Counsel Services

On-demand executive legal counsel integrated directly into your leadership workflow—delivering day-to-day strategic advice, board governance support, and rapid contract turnaround without full-time overhead.

Retainer Advisory Inquire →

Commercial Real Estate & Leasing

Representation for landlords, corporate tenants, and property investors in office, industrial, and retail lease negotiations, commercial property acquisitions, title review, and financing transactions.

Property & Leasing Inquire →

Regulatory Compliance & Risk Mitigation

Design and auditing of corporate compliance programs, multi-state foreign qualification filings, credit terms protection, and pre-dispute strategy to shield corporate assets from avoidable litigation.

Governance & Compliance Inquire →
Disciplined Methodology

4-Step Business Representation Process

A structured engagement framework engineered to protect enterprise value while keeping commercial transactions moving forward.

01

Business & Risk Assessment

We evaluate your corporate structure, existing contracts, operational workflows, and commercial objectives to identify vulnerabilities and opportunities.

02

Tailored Legal Architecture

Our attorneys design customized governance documents, transactional agreements, or M&A roadmaps calibrated to your industry and risk tolerance.

03

Proactive Execution & Negotiation

We lead counterparty negotiations, regulatory filings, and closing mechanics with decisive precision—securing favorable terms without unnecessary friction.

04

Ongoing Counsel & Growth Protection

As your enterprise scales into new markets or prepares for succession, WFJ provides continuous outside general counsel to safeguard long-term enterprise value.

Practice Group Leadership

Business Law Attorneys

View Full Attorney Directory
DF
Minneapolis, MN

Douglas M. Falconer

Senior Shareholder • Corporate & Commercial

Advises privately held enterprises, regional distributors, and multi-state businesses on corporate structuring, commercial contracts, credit risk architecture, and executive succession planning.

Outside General Counsel Commercial Contracts
GS
Billings, MT

Garrett H. Sterling

Regional Counsel • M&A & Real Estate

Represents business owners, developers, and commercial operators across Montana and the Mountain West in entity formations, asset acquisitions, commercial leasing, and business transitions.

Mergers & Acquisitions Commercial Leasing
CB
Vancouver, B.C.

Claire M. Beaulieu

Canadian Practice Lead • Cross-Border Law

Guides U.S. and Canadian companies expanding across borders on subsidiary governance, cross-border commercial distribution contracts, regulatory compliance, and corporate operations.

Cross-Border U.S./Canada Corporate Governance
Executive Insights

Business Law Frequently Asked Questions

Practical answers to common corporate structuring, contract, and outside general counsel questions.

Most small and mid-sized enterprises do not require—or wish to carry the fixed salary and benefits overhead of—a full-time internal legal department, yet they face recurring contract reviews, HR decisions, vendor negotiations, and governance updates. Engaging WFJ as Outside General Counsel provides immediate access to a full bench of specialized business, employment, and litigation attorneys on a predictable retainer or project cadence.
The optimal entity depends on ownership structure, capital-raising plans, profit distribution goals, and tax treatment. LLCs offer flexible management and pass-through taxation with strong liability protection; S-Corporations can provide payroll tax efficiencies for active owner-operators; and C-Corporations are often preferred when raising institutional venture capital or retaining earnings inside the company. WFJ works alongside your CPA to structure the entity and draft tailored Operating or Shareholder Agreements.
Uncapped indemnification obligations, one-sided limitation-of-liability waivers, automatic renewal traps, vague scope-of-work definitions, and unfavorable governing-law or venue clauses frequently shift disproportionate financial exposure onto businesses. Having WFJ review and standardize your Master Service Agreements and vendor terms protects margins and ensures enforceable collection remedies.
Ideally 12 to 24 months prior to going to market or executing an internal succession plan. Pre-transaction legal clean-up—such as verifying corporate minute books, confirming intellectual property assignments, reviewing key customer contract assignability, and updating buy-sell agreements—prevents valuation discounts and accelerates due diligence during closing.
Direct Practice Intake

Schedule a Confidential Business Consultation

Connect with our Business & Corporate Law practice group to discuss entity structuring, contract negotiations, outside general counsel retainers, or upcoming transactions.

Regional Office Coverage

  • Minneapolis, MN — U.S. Corporate Headquarters
  • Brookfield, WI — Wisconsin Business Practice
  • Billings, MT — Mountain West Commercial Counsel
  • Vancouver, B.C., Canada — Canadian & Cross-Border Practice
All initial inquiries are reviewed promptly by our legal intake coordinators to route your matter to the appropriate jurisdiction and attorney.
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Wagner, Falconer & Judd delivers authoritative legal counsel, outside general counsel services, and commercial recovery solutions for businesses and individuals across North America.

Firm Navigation

Office Locations

  • Minneapolis, MN

    United States Headquarters

  • Brookfield, WI

    Wisconsin Regional Office

  • Billings, MT

    Mountain West Regional Office

  • Vancouver, B.C., Canada

    Canadian Practice Office

ATTORNEY ADVERTISING & LEGAL DISCLAIMER: The content provided on this page by Wagner, Falconer & Judd is for general informational purposes only and does not constitute formal legal or tax advice. Accessing this website, submitting a consultation inquiry, or communicating electronically with our attorneys does not establish an attorney-client relationship. Confidential or time-sensitive materials should not be sent until a formal written retainer agreement has been executed. Prior legal outcomes do not guarantee similar future results.

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