Tag business

Buying or selling a business is rarely a single-step transaction. It moves through stages, and one of the earliest formal milestones is the letter of intent. Understanding what this document does before you sign it can shape how smoothly the rest of the deal proceeds.

Once a buyer and seller agree on the basic outline of a deal, the next step is usually a letter of intent, sometimes called a term sheet. For many first time buyers and sellers, the LOI is the first real legal document in the process, and it is easy to misunderstand what it actually locks in. Getting guidance from an experienced business attorney before you sign one can save both sides from confusion, and sometimes from a costly mistake, later in the deal.

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If you are thinking about selling your business in the next one to three years, working with an experienced business attorney early in the process can make a significant difference in how smoothly that sale goes. The single biggest mistake most owners make is waiting until a buyer shows interest before getting organized. By the time a letter of intent is on the table, due diligence moves fast, and any gaps in your records can slow the deal down, reduce your purchase price, or in some cases cause a buyer to walk away entirely.

The good news is that most of what buyers look for is well within your control if you start early. Here is a due diligence checklist to help you get ahead of the process.

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When buying or selling a business, one of the most important decisions is how the transaction will be structured. In most mergers and acquisitions (M&A), a deal is structured as either an asset purchase or an equity purchase (referred to as a stock purchase for Corporations or membership interest purchase for LLCs).

Although both approaches ultimately transfer control of a business, the legal, tax, and liability implications can be dramatically different. The choice between these two structures affects issues such as: (i) liability exposure (ii) tax consequences; (iii) transfer of contracts and licenses; (iv) regulatory approvals (if any); and (v) negotiation dynamics between buyer and seller

Understanding the pros and cons of each structure is critical for entrepreneurs, investors, and business owners considering a transaction. This blog gives a practical overview of asset purchases vs. equity purchases and how each structure works.

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Many individuals and business owners operate under the incorrect assumption that when looking to raise capital, they can simply sell securities to any person on the street. However, the general rule is that any public offering of a security must be registered with the SEC, unless an exemption exists.

For many small businesses, registration with the SEC is not feasible due to the expense. Luckily, several exemptions from registration are offered. Some of the most common exemptions are found under regulation D (specifically Rule 506, which is a Safe Harbor under Section 4(a)(2)). Yes, it’s confusing. A Private Placement Memorandum (or PPM) is a document that businesses use to take advantage of such exemptions.

Read on to learn more about PPMs and how they can benefit your business when raising capital.

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Search Google for the best legal entity for your new startup, and you will get different opinions. Startup advisors and CPAs will probably recommend a limited liability company (LLC). That’s because an LLC isn’t subject to double taxation and is easier to set up.

On the other hand, many startup lawyers will recommend the C-Corporation structure (typically a Delaware C-Corp) because corporate law is typically more “stable,” equity (stock) ownership is passive, and the entity is more structured.

How you choose to incorporate your startup business will have massive implications down the road. This blog from our business lawyers explores the basic advantages and disadvantages of each option.

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Anyone starting a new business is faced with a lot of decisions. Arguably the most important is choosing the business entity type and tax status. Business lawyers and CPAs will present entrepreneurs with several options to choose from depending on the legal entity, including “S” election. 

Each type of legal entity has its benefits and limitations. Technically, there’s no legal entity called an “S-Corp.” A company that makes an “S” election for tax purposes is typically referred to as an S-Corp. However, various types of legal entities including LLCs and Corporations can elect S-Corp status. This blog from our business lawyers will discuss the benefits of “S” election.

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