Tuttle Law Group provides comprehensive legal services across the lifecycle of cooperative enterprises, from formation to dissolution.

Formation

Advise and counsel on entity formation. We provide initial formation advice for clients deciding whether to form a cooperative, or some other type of entity. We guide clients to select the correct entity to meet their business and legal needs.

A typical entity formation consultation includes, advice on entity choice and formation requirements, capital structure, employment law compliance and securities law compliance; drafting governance documents (articles of incorporation, bylaws, member agreements); drafting employee handbooks; drafting subscription and investment agreements; securities compliance. In addition we provide advice and referrals to tax advisors to ensure that your business correctly creates and implements payroll and other accounting systems at the outset of your operations. In some cases other entity types may be more appropriate; in these cases, we also support clients in the creation of democratic, cooperative governance structures.

We have expertise in the formation of worker cooperatives, consumer natural foods stores, independent retailer cooperatives, and platform cooperatives. Because each client operates in a different industry, we also provide legal counsel related to your industry—for example research and counsel on the regulatory environment and permitting requirements for your proposed business activity.

Conversion

Tuttle Law Group has special expertise in converting businesses to cooperatives. We have represented both business owners looking to sell to their employees, and employee groups, looking to purchase their business and operate it as a cooperative.

We advise clients on sale of business entity versus sale of assets, and advise clients on the ongoing relationship between the departing owner/founder and the new cooperative. In some cases the departing owner becomes a consultant to the cooperative and in other cases the owner becomes a member of the new cooperative.

Expansion Capital

Unlike investor-driven business structures, cooperatives face constraints in attracting outside investment for growth and cannot offer shares with the promise of an outsize financial return. This makes outside investment, as a method of financing, relatively rare. Additionally, until January 2014 the California cooperative statute did not provide a clear mechanism for offering investment shares to member-owners of cooperatives.

Tuttle Law Group successfully advocated on behalf of California food cooperatives to amend the California cooperative law to provide a clear mechanism for offering preferred shares to co-op members.

If you are looking for expansion capital for your cooperative, we can assist you with starting and running a legally-compliant member investment program. We have expertise in securities compliance and permitting for investment capital campaigns. We have provided legal counsel to a number of California food cooperatives that have launched successful campaigns, including Sacramento Natural Foods Co-op and Cooportunity in Santa Monica.

See a video about expansion capital here. 

Governance Issues

Governing a cooperative can raise complex questions of fiduciary duties for directors and member’s rights, often without clear legal precedent or application under the California cooperative law.

We have expertise in advising boards of directors of cooperatives on member governance issues. We are a trusted legal counsel to several large California consumer cooperatives.

Dissolution

We have experience in guiding California cooperatives through the dissolution process, ensuring compliance with California cooperative law, and administering dissolution distributions to creditors and members.

We are the only law firm in California with expertise in cooperative dissolution, bankruptcy and turnaround litigation.

Advocacy

Our attorneys have been instrumental in drafting amendments to the California Cooperative Corporation Law. Therese Tuttle was the principal drafter of amendments which clarified and operationalized preferred share financing for California Cooperatives. Sushil Jacob was the principal drafter of AB 816, the California Worker Cooperative Act.

If you need a legal partner and advisor who can advocate on your behalf to change laws or policies affecting cooperatives, whether in Sacramento or in local proceedings, we have the experience and relationships to assist.

Tuttle Law Group serves the legal needs of individual clients
and organizations implementing cooperative business solutions
to the challenges inherent to a market economy.