Articles

How do you like your “Covenant Not to Compete” prepared? Covenants come in many different shapes, sizes and forms dictated by state law and the type of transaction involved. The sale of a business would generally include “post-employment covenants” and “owner covenants.” Each of these covenants is designed to protect the goodwill acquired by the buyer.

Selling a Business? Teaming Up With the Best Professional Advisors To Maximize Value.

Specializing in Mergers and Acquisitions, Entity Formation, Business Contracts, Entity Reorganization, Capital Formation and Business Tax Planning.

Investigate, Don’t Litigate Surprises can be fun, but not when it comes to buying a business. Buyers Beware! Without properly investigating your target, you may not get the benefit of your bargain. Start with a complete and appropriate due diligence list. The nature and extent of due diligence will vary in each acquisition. Decide at the outset which items deserve the most attention and tailor the investigation to maximize resources and minimize costs. Due diligence is both an art and a science. The person conducting the due diligence needs to know where to look, all the ramifications of what he [...]

The heart and soul of a business transaction should be embodied in the letter of intent. A poorly drafted letter of intent may render the transaction dead on arrival. On the other hand, a well drafted letter of intent provides a solid foundation upon which to build relationships and to consummate successful transactions. This document sets forth some basic information regarding letters of intent. In no event should the information contained in this letter be relied upon as giving legal advice and it should be used only in conjunction with the advice of a competent corporate/tax attorney. Letter Of Intent [...]

Understanding the Basics Years of hard work have gone into building your business. Now it's time to sell and receive your reward for the risks you¹ve taken and the extraordinary effort you¹ve put forth. The purpose of this brochure is to provide some basic information to owners of privately held companies to assist them in understanding how to value their business. Enter the world of business valuations. As a lawyer specializing in providing legal counsel to sellers and buyers of privately held companies, I am very much a part of that world. I have been involved, over the past 20 [...]

DON’T LEAVE MILLIONS of dollars on the table because you don’t fully understand the process of marketing and selling a business. There are many common denominators leading to Maximum Value regardless of the type of business you may be selling. They apply across the board whether your business is in aerospace, biotechnology, distribution, engineering, Internet/e-commerce, manufacturing, or retail sales. Maximizing value begins at the moment you’re ready to put your life’s work on the market. At the close of the day, the right price is a "fair price" for you and the buyer. The essential point is to insure that [...]

Seller’s shareholders do not want to make representations and warranties, Buyer is not willing to live with “best of knowledge” representations; and the negotiations continue. The answer to these problems and to other risk issues associated with the purchase and sale of a business may be solved through the use of uniquely designed insurance products that shift the risk to an insurance company. Although the parties will still have to agree on the amount of coverage and who pays the premiums, they have at least found a way to move forward with the transaction. The following is a summary of [...]

The Crocodile Hunter makes wrestling crocodiles appear easy compared to the tug-of-war that often ensues to determine which R&W’s the Buyer and Seller will give or receive. BUT WAIT! As the parties pull on opposite ends of the rope, sweat pours off their brows and the lawyers shovel advice as fast as they can to make sure their side will be the winner. The loser fears falling into the swamp where ferocious crocodiles must surely reside. The battle rages on... There may be a better way. What if each of the parties and their attorneys discovered that the rope was [...]