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Most legal problems do not start with a lawsuit. They start with an operating agreement no one updated, a contract no one reread, or a policy no one followed. As 2027 approaches, here are the blind spots we see most often in closely held businesses — and what to do about each one.
Operating agreements, bylaws and shareholder agreements are often signed at formation and never revisited. When an owner wants out, dies, divorces or becomes disabled, those documents decide what happens next. Missing buy-sell terms, valuation methods or deadlock provisions can turn a business transition into a lawsuit.
The fix: review ownership percentages, buy-sell terms, valuation methods, management authority and succession provisions, and confirm your corporate records and annual filings are current.
Customer, vendor and lease agreements often renew automatically on terms no one has reviewed in years. Indemnity clauses, limitation-of-liability provisions and price-escalation terms can shift significant risk to your business without anyone noticing.
The fix: inventory key contracts, note renewal and termination dates, and update your standard terms before the next renewal cycle.
Ransomware and business email compromise schemes target companies of every size. Most states require businesses to notify affected individuals after certain data breaches. An outside IT provider may manage your systems, but your business bears the legal and financial consequences of a breach.
The fix: confirm multi-factor authentication, encryption and tested offline backups, adopt a written incident response plan, and review your cyber insurance.
Beginning with the 2026 tax year, employers must report qualified overtime separately on Form W-2 in Box 12, Code TT — generally the half-time premium portion of FLSA overtime. Businesses with tipped employees have a parallel requirement for qualified tips. These W-2s go out in January 2027, and errors require corrected forms.
The fix: confirm with your payroll provider now that overtime premiums and tips are being tracked correctly.
Paying an employee a salary does not by itself exempt them from overtime; their duties must also qualify. Office managers, coordinators and inside sales staff are frequently misclassified. So are "contractors" whose hours, tools and methods the business controls.
The fix: audit every exempt and independent contractor classification against the work actually performed.
The FTC abandoned its nationwide noncompete ban in 2025 but has made clear it will pursue targeted enforcement against unfair agreements. Most States permit reasonable covenants, but a generic form applied to every employee may not hold up when you need it.
The fix: tailor noncompete, non-solicitation and confidentiality terms to each role, and protect trade secrets with policies as well as contracts.
An outdated handbook can be used against you. Policies that promise benefits you no longer provide, or say nothing about remote work, social media and AI tools, increase risk rather than reducing it.
The fix: update the handbook, collect signed acknowledgments, and train managers on the policies.
Oberman Law Firm advises business owners on formation and governance, contracts, employment law, restrictive covenants, mergers and acquisitions, and real estate.
We can review your company's documents and policies, identify the blind spots that apply to you, and help you address them before the new year.
Book your year-end business risk review today. Contact Oberman Law Firm at (770) 886-2400, or visit our office at 327 Dahlonega Street, Suite 401, Cumming, Georgia 30040.
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