Sam has operated a microbrewery (sole proprietorship) in southern Oregon for the past 15 years. The business has been highly profitable lately, and demand for the product will soon exceed the amount Sam can produce with his present facilities.

Marcie, a long-time fan of the brewery, has offered to invest $1,500,000 for equipment to expand production. The assets and goodwill of the brewery are currently worth $1,000,000 (tax basis is only $200,000). Sam will continue to manage the business. He is not willing to own less than 50% of whatever arrangement they arrive at. What issues should Sam and Marcie address and document before finalizing their venture?