Businesses are complex. They typically engage in transactions with multiple parties, both inside and outside their companies, from one day to the next. With every transaction, therefore, comes the potential for liability. As you begin, develop, and grow your business, who’s making sure these risks are being managed with various business transactions?
Our firm’s Business Transactions department focuses exclusively on various business transactions that may expose your business to a substantial risk of loss. From contracts and agreements to forming and financing new entities, and much more, we work with companies to take care of the legal challenges that come with being successful.
Types of Business Transactions
Mergers & Acquisitions (Buying and Selling Businesses)
Many persons buy an existing business, whether to start a new business line or to expand an existing business.
Alternatively, many existing business owners are want to sell their business in order to retire or for other reasons, such as health, or simply because they have the opportunity to receive a favorable price in exchange for selling their business.
Both type of transactions, whether buying or selling a business, requires knowledge and experience that is very different than the type of knowledge and experience that is gained from operating an existing business or gained from being an employee in the same or similar business as the business that is sought to be acquired.
In particular, the initial negotiations are critical to setting the roadmap for the potential sale or purchase of a business. Our firm is available to provide valuable advice to protect our clients’ best interests throughout the process.
Below is a brief description of the valuable advice that this firm can provide with respect to an M&A deal:
- Providing experienced advice to the Buyer or the Seller throughout the process
- Properly structuring the transaction
- Negotiating terms and drafting the deal memorandum
- Conducting due diligence and addressing issues that arise during that stage
- Drafting and executing all the contracts and other written documents that are necessary to complete the transaction
Below is a list of the most common types of M&A deal structures that we handle:
- Asset purchase agreements
- Stock purchase agreements
- Mergers and acquisitions
- Tax-free reorganizations
Contracts form the basis of sound business operation and protection from liability. You may also need agreements concerning your company’s relationships with employees and with third parties, such as vendors. No matter what type of contract or agreement you need, our firm will write, review, revise, and negotiate with your best interests in mind.
Some of the contracts and agreements you might need assistance with include:
- Buy-sell agreements
- Lease agreements
- Service contracts
- Employment contracts
- Releases and waivers
- Property agreements
- Shareholder agreements
- Operating agreements
- Partnership agreements
- Non-compete agreements
- Software and intellectual property licensing
Business Financing Transactions
No matter what stage in the business life cycle you’re in, financing is an integral part of operating and expanding your company. Your business may need something relatively simple like a line of credit for a capital improvement or an equipment lease. Perhaps you’re thinking of something bigger, like an expansion of your company through new outside investment.
We can help with these and many other financing matters like business loans and working with venture capital firms and angel investors. There may even be special tax advantages that apply to the particular financing for your business.
Our firm can provide valuable advice to guide you through the financing process and protect your business from the legal traps that are in financing documents.
Exit and Succession Planning
If the owner or another owner of a business dies or disabled (or experiences another life-event that triggers events that could require that person to transfer his/her ownership interests in the business), it could spell trouble for the business. Fortunately, succession planning allows businesses to continue their operations in the event of an untimely death or incapacity.
From family-owned businesses to large corporations, more companies understand the critical importance of succession planning. A well-thought-out plan can assist a business to provide a clear procedure to follow if something unexpected happens, clarifying who will guide the business during the transition phase, and mitigate the business and the other owners from potential losses that might occur without an exit or succession plan.
Our firm can provide valuable advice to guide you through the process of preparing an exit and succession plan to protect your business and its owners from the potential discord arising from a change in (or transfer of) ownership.
Business Formation Transactions
If you’re starting a new business, picking the best legal structure for your company is key. We help with the entity formation process by advising clients on the advantages and disadvantages of these and other entities so they can make an informed decision:
- Limited liability company (LLC)
- Partnership formation (including LLPs)
- Joint ventures
Several important considerations go into selecting the type of business entity under which a business should be operated, including whether you have partners, where and how are the business’ products and services sold, and how each type of entity (and its owner) is taxed.
Contact Our Business Transactions Attorney
There’s a lot on the line for your business, and our goal is to help you succeed. Contact our firm to provide you with legal planning to mitigate and manage the risk of potentially unpleasant legal issues that can disrupt your business if it is formed without taking into account certain important issues. If you’re ready to proceed, contact us today to schedule a consultation.