Business Transactions

Every business goes through the cycle of start-up to some type of exit event. Serial entrepreneurs may guide companies through this cycle many times while some family owned businesses will complete the cycle only once.  We provide effective counsel at each step of the process for start-up companies with no revenue up to lower-middle market companies with up to $50,000,000 in revenue. At each step of this business cycle our overriding goal is to (a) help you get where you want to go, and (b) avoid litigation if at all possible.

We help our clients as they start their venture, build the business and hopefully, successfully exit.  Each phase of a business’ life presents new challenges for an owner. This may be the first time you’ve gone through this, but we’ve done it many times and can help you make your way through the legal issues so you can focus on building your business. More importantly, we can explain what is happening in a straight-forward way so you can make an informed decision on your next move.

We offer certain qualifying business clients a unique Outsourced General Counsel program to assist them in performing routine or project based matters for a fixed monthly amount. This allows business clients to gain the benefit of a general counsel, or an additional portion of a general counsel, for a fixed cost.

Start-up Companies

You may have a unique idea or concept that doesn’t exist already or you may just want to build something from the ground up.  If that is the case you need to make sure you have a solid foundation to build upon as you grow the business.  There are critical decisions made at the formation stage that can impact the company many years down the road that every entrepreneur should think about before they ever get started.

  • Selection of the appropriate business entity
  • Formation of the entity
  • Buy-Sell Agreements
  • Limited Partnership Agreements
  • Operating Agreements for Limited Liability Companies
  • Bylaws
  • Shareholder Agreements
  • Voting Agreements
  • Form contracts for the business
  • Real Estate Leases
  • Franchise Agreements

Buying an Existing Business

Some entrepreneurs choose to go the route of buying an existing business that they may have worked for, are familiar with, or that they’ve found through a business intermediary or an investment bank.  Regardless of the source of the deal you need to make sure you are getting what you are paying for, that you have someone with deep transaction experience looking out for your interests and that your downside is protected in the event the transaction doesn’t go as planned. Some of the critical documents you will have to deal with if you buy an existing business are:

  • Contract with a business intermediary or investment bank
  • Non-disclosure agreements from potential acquisition targets
  • Letters of Intent
  • Structure of the acquisition (eg. asset deal, stock purchase or merger)
  • Purchase Agreements

Not only are these documents critical, but you need someone on your side helping to push the transaction to closing and acting as a project manager so you can focus on higher level issues and your plans for the first day you begin operating the business.

Raising Capital

You may need to find outside financing to start your business or to expand as you build the business.  There are a variety of sources for capital, including private placements with investors or debt from banks or private lenders.  This is a critical phase of the business and a misstep here can cost you the entire company down the road, or burden the business with a bad deal from which you are never able to recover.  Adding new investors, or a bank, to your business can be a powerful way to expand more quickly, but there are many traps along the way.  Some of the things we can assist you with include advising on re-structuring and completion of:

  • Private placements of equity and debt
  • Angel investments
  • Venture capital investments
  • Private equity fund investments
  • Strategic relationships
  • Traditional purchase sources
  • SBA loans

Operations

As you operate and grow your business you will face new legal issues as you hire employees or contractors, protect your intellectual property or deal with vendors and customers. Some of the issues you will likely face are:

  • Employee contracts
  • Independent contractor agreements
  • Vendor agreements
  • Non-disclosure agreements
  • Non-compete agreements
  • Joint ventures
  • Day to day legal issues
  • Restructuring to address changes in the business since start-up

Any of these can derail your success, but with proper planning and advice you can avoid common mistakes.

Selling Your Business

This is actually something we will discuss the first time we meet about your business.  It is important to have your end result in mind from the beginning, even if it changes over time.  Many business owners will only do a single transaction where they sell a company.  It is critical that you have knowledgeable advisers that have consistently done these transactions.  Some of the critical issues you will need to address in this phase of your business are:

  • Determining the proper exit strategy
    • Selling to your employees
    • Selling to third parties (individual, private equity group, strategic buyer)
    • Franchising
    • Engaging a business broker or investment bank
  • Negotiating and reviewing letters of intent
  • Analyzing transaction structure
  • Sale Agreements
  • Earn Out Agreements
  • Escrow Agreements
  • Consulting Agreements
  • Seller Financing Agreements
  • Closing of the Sale

Failing to make the correct decision on any one of these issues could significantly reduce the amount you are paid for your business and/or the timing of those payments.  We can bring our experience in hundreds of transactions to help guide you through these issues so you can make informed decisions.

Business Succession Planning

Many business owners build their business not for themselves, but to pass it on to family members. This is a unique and challenging situation because of the interplay of business issues and family dynamics. We have been able to effectively advise our clients on these sensitive transactions and coordinate with their estate plans.