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Acquisitions Lawyers

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Sarah S. on ContractsCounsel
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5.0 (12)
Member Since:
June 19, 2023

Sarah S.

Principal Attorney and Founder
Free Consultation
Los Angeles
20 Yrs Experience
Licensed in CA
Loyola Law School

With 20 years of transactional law experience, I have represented corporate giants like AT&T and T-Mobile, as well as mid-size and small businesses across a wide spectrum of legal needs, including business purchase agreements, entity formation, employment matters, commercial and residential real estate transactions, partnership agreements, online business terms and policy drafting, and business and corporate compliance. Recognizing the complexities of the legal landscape, I am dedicated to providing accessible and transparent legal services by offering a flat fee structure, making high-quality legal representation available to all. My extensive knowledge and commitment to client success establishes me as a trusted advisor for businesses of all sizes.

Laurie R. on ContractsCounsel
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5.0 (4)
Member Since:
June 19, 2023

Laurie R.

Real Estate and Business Attorney
Free Consultation
Dallas, Texas
23 Yrs Experience
Licensed in CO
University of Colorado

Business-minded, analytical and detail-oriented attorney with broad experience in real estate and corporate law, with an emphasis on retail leasing, sales and acquisitions and real estate finance. Extensive experience in drafting complex commercial contracts, including purchase and sale contracts for businesses in a wide variety of industries. Also experienced in corporate formation and governance, mergers and acquisitions, employment and franchise law. Admitted to practice in Colorado since 2001, Bar No. 33427.

Nancy B. on ContractsCounsel
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Member Since:
June 17, 2023

Nancy B.

Free Consultation
Dalton, Georgia
34 Yrs Experience
Licensed in GA
Albany Law School, Albany, NY

I was born in Charlotte, NC and primarily raised in Dalton, GA. I graduated from Dalton High School in 1981 where I was in the band and the French club. I also participated in Junior Achievement and was a member of Tri-Hi-Y. New York granted my first license as an attorney in 1990. I then worked as a partner in the firm of Broda and Burnett for almost 10 years and as a solo practitioner for about 2 years. I worked as a general practitioner (primarily doing divorces, child abuse cases, custody matters and other family law matters, bankruptcy, real estate closings, contracts, taxes, etc.) and as a Law Guardian (attorney who represents children). I obtained my license in Tennessee in December 2002 and began working as an associate at Blackburn & McCune from February of 2003 until May of 2005. At Blackburn & McCune I provided telephone legal counsel to Prepaid Legal Services (now known as Legal Shield) members, wrote letters for members, reviewed contracts, attended hearings on traffic ticket matters and represented members with regard to IRS matters. In May of 2005, I went to work for North American Satellite Corporation where I served as Corporate Counsel. I handled a number of taxation issues, reviewed and wrote contracts, counseled the CEO and Board of Directors on avoiding legal problems and resolving disputes, and represented employees on a variety of matters, and also assisted the company for a period of time as its Director of Accounting. In 2010, I volunteered as a law clerk for Judge Robert Adams in Dalton, Georgia until I obtained my license to practice law in Georgia in November, 2010. In Georgia, I have handled a variety of family law matters, drafted wills, advanced health care directives, power of attorney documents, reviewed and drafted contracts, and conducted real estate closings. Currently, I accept cases in the areas of adoption, child support, custody, divorce, legitimation and other family law matters. In addition, I handle name change petitions and draft wills.

David M. on ContractsCounsel
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Member Since:
June 20, 2023

David M.

Free Consultation
Ann Arbor, Michigan
22 Yrs Experience
Licensed in MI
Wayne State University

Michigan and USPTO licensed attorney with over 20 years of experience on counseling clients in the fields of intellectual property, transactional law, technology involvement, negotiations, and business litigation.

Derek C. on ContractsCounsel
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Member Since:
June 19, 2023

Derek C.

Real Estate Attorney
Free Consultation
10 Yrs Experience
Licensed in FL, NM, NY
Barry University

Attorney with over 10+ years' experience and have closed over $1 Billion in real estate, telecommunications, & business transactions

John B. on ContractsCounsel
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Member Since:
June 21, 2023

John B.

Principal Attorney
Free Consultation
Indianapolis, IN
14 Yrs Experience
Licensed in IL, IN
University of Illinois Chicago School of Law

I am an attorney with over 13 years experience licensed in both Illinois and Indiana. I spent the early part of my career as a civil litigation attorney. Eventually, I moved into an in-house role, specifically as general counsel, to help companies avoid the pains of litigation. In doing so, I gained significant experience in executive leadership, corporate governance, risk management and cybersecurity/privacy. I bring this wealth of experience to my client engagements to not only resolve the immediate issue, but help implement lasting improvements in practices to avoid similar problems going forward.

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Acquisitions Legal Questions and Answers


Stock Purchase Agreement


Asked on Jun 18, 2023

Stock purchase agreement and stock options?

I am a prospective buyer of a business and I am currently in the process of negotiating a Stock Purchase Agreement. As part of the agreement, I am interested in understanding what types of stock options may be available to me and what rights I may have as a shareholder. I am looking to understand the terms and conditions of the stock purchase agreement in relation to stock options before I move forward with the purchase.

Paul S.

Answered Jun 20, 2023

It's impossible to answer your questions without actually seeing the documents and discussing them more in depth. I recommend that you post a job here, and hire someone to help you.

Read 1 attorney answer>


Business Purchase Agreement


Asked on Oct 15, 2023

Who signs the business purchase agreement?

I am looking to purchase an existing business and am currently in the process of negotiating a business purchase agreement. I am not sure who is responsible for signing the agreement and would like to know who needs to sign in order for the agreement to be legally binding. I am hoping to get some clarification on this matter so that I can move forward with the purchase.

David B.

Answered Nov 21, 2023

The short (but not very helpful) answer is: a person that is authorized by the business to bind the business. So, if the business being acquired in a corporation, it would likely be the CEO. During due diligence, the business being acquired should disclose that information and provide a copy of the minutes of a meeting of the Board of Directors showing that such person has been duly authorized. Occasionally, the CEO will sign an agreement stating that she has been duly authorized and is personally liable, and if she isn't she will be personally responsible for the problems tha arise. That being said, each deal is different depending on the facts. First, what type of entity is being acquired? Is it a corporation or LLC or partnership or something else? Second, what was done by the entity to vest authority in the person that will sign the acquisition agreement? Underlying all of this is the need to ensure that the seller is telling the truth. You may want to contact the department of corporation in your state to ensure that the entity has been duly registered, is current on all of its filing and verify that the person signing the agreement is listed on the paperwork.

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Asset Purchase Agreement


Asked on Oct 4, 2022

How does an asset purchase agreement work with debt?

I am buying a business and want to use an asset purchase agreement based on what I've read, but I believe the company has debt. How does this work? Will I also be buying the debt? Any help is appreciated

Michael S.

Answered Oct 28, 2022

Good morning. With the caveat that I am a Pennsylvania attorney, as the buyer, you do want to buy the assets and not the company. The drafting of the purchase agreement is critical, ensuring that you are not responsible for existing debt. You will also want to obtain an indemnification from the seller, to make sure you are protected in case any of the creditors come after you. Obviously, the details of the deal may complicate things, but that is the gist.

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Asset Purchase Agreement


Asked on Mar 30, 2021

Who drafts the asset purchase agreement?

I have just put my business up for sale and doing some research on what legal documents will be needed in the future.

Ramsey T.

Answered Mar 30, 2021

It depends. In many cases the lawyers representing the seller draft the asset purchase agreement. This is not always the case and at least forty percent (40%) of the deals I have worked on have featured the buyer drafting the asset purchase agreement. Who drafts the agreement may often depend upon who is in a stronger position and/or who has attorneys with the bandwidth to properly support the deal, as envisioned in the relevant term sheet.

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Asked on Oct 28, 2023

Can I sell my LLC post-formation?

I am an entrepreneur looking to start a business and am considering forming a limited liability company (LLC). I have done my research and understand the basics of forming an LLC, but I am now curious to know if I can sell my LLC post-formation. I want to ensure that the structure of my LLC will provide me with the flexibility to sell if the opportunity arises.

Darryl S.

Answered Nov 28, 2023

Yes, you typically can sell an LLC post-formation. Some key points to consider if you may want to sell your LLC in the future: - You retain flexibility to sell membership interests (ownership units) in the LLC rather than the entity itself. This keeps things simpler as transferring formal LLC ownership requires dissolution paperwork. - The operating agreement should clearly outline members' rights and rules around transferring units, such as rights of first refusal and valuation mechanisms. This gives buyers confidence in the process. - Discuss with a lawyer and accountant to set up the appropriate LLC structure for your situation. For example, a single-member vs multi-member LLC may have different implications for a future sale. - Maintain detailed financial records and consistent bookkeeping. This will streamline the due diligence process for prospective buyers. So in short, yes an LLC remains a saleable entity after formation. Consider rules for transfers in the operating agreement, structure properly at the start, and keep excellent records. This gives you maximum flexibility for an ownership exit strategy via selling your LLC interest. Let me know if you need any clarification or have additional questions!

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