Corporate Lawyers for Atlanta, Georgia

Business acquisition agreements are often entered into subject and conditioned upon t he right of the Buyer to conduct a due diligence review during an agreed upon time frame ...with the obligation of the Buyer entity to finalize the deal very much contingent upon the findings of any such due diligence review. In short, the due diligence review provides the Buyer with a comfort level that the asset it is buying is what it has bargained for. A due diligence review involves a review, without limitation, of the Selling company's books and records, existing loan/debt obligations, an inventory review, a review of independent contractor/materialmen agreements, property leases and title and judgement research. Signing a purchase contract with an appropriate due diligence provision also enables the Buyer to "tie-up" asset for the agreed price during the due diligence period..

A multi-member LLC needs an operating agreement to establish the following: 1. Organization - how operations and management of the company is allocated among the members. 2. Dispute resolution - address procedures for resolving disputes. 3. Overriding default rules - Massachusetts has a State LLC statute which members may wish to overrride by tailoring specific rules to their needs. 4. Specifying ownership - specify the percentage of ownership for each member. 5. Specifying profit distribution - specify how profits and losses will be distributed. 6. Specifying accounting - specify who is responsible for accounting and record-keeping, and what accounting method will be used. 7. Specifying meeting rules - state who can hold meetings, who will take minutes, and who sets the meeting agenda. 8. Specifying member roles - specify the roles of each member, including their voting rights. The above is simply a list of some of the items that must be addressed when forming an LLC, there are typically other considerations necessary to protect both the LLC and each member's interests in the LLC> Please contact an attorney practiced at drafting operating agreements and forming an LLC with the Secretary of State's office...this is not something to do by piecing together an agreement with an internet search.

S Corporations are not legally required to have operating agreements. They have bylaws that govern their operations. Disclaimer - This information is provided for general informational purposes only. No information contained in this post should be construed as legal advice and does not establish an attorney-client relationship.

When you're thinking about entering into a business partnership, a Due Diligence Report isn’t just a formality. It’s your insurance policy. Think of it like hiring a private investigator to dig into every part of your potential partner’s business, especially the parts that might not show up until it's too late. Done right, due diligence covers four key areas: financial health, legal status, operational strength, and market reputation. Let’s Talk Money First Financial due diligence isn’t just about checking a few profit-and-loss statements. You want to understand how money really flows through the business. That means looking at cash flow over a few years, checking whether their customers actually pay on time, and digging into outstanding debts, including any personal guarantees the owners have signed. For example, they might look profitable on paper, but if their top clients delay payments or argue about invoices, cash flow could be a real problem. You also want to uncover liabilities that don’t show up on the balance sheet. Pending lawsuits, warranty obligations, or environmental cleanups can quietly become your problem once you're tied together. And taxes? Those are non-negotiable. Unpaid payroll or sales taxes can turn into personal liability in many states. That’s not something you want to inherit. Legal and Regulatory Risks This part is about making sure the business is actually in good standing and that nothing in their legal structure or contracts could come back to bite you. You’ll want a thorough review of any ongoing litigation, along with a close read of their major agreements. Some contracts might have clauses that restrict operations or create extra obligations you weren’t expecting. Employment agreements can be especially tricky. Non-compete clauses or change-of-control terms might trigger bonus payouts or resignations if ownership shifts. Licensing is another area to watch, especially in regulated industries. Operating without a valid license can shut a business down immediately. And if the company claims to own valuable intellectual property, a good due diligence process will verify those claims through proper trademark and patent records. Next, Take a Hard Look at Operations This is where you figure out whether the business can actually deliver what it promises. Who are the key players? Are they under contract? What happens if they leave? You also need to understand the supply chain. If the business relies heavily on a single supplier, that’s a serious vulnerability. Don’t forget the tech. Many businesses run on outdated systems that won’t integrate with yours or scale with growth. Fixing that after the deal is signed can get expensive quickly. Reputation Matters, Too The company might look solid internally, but how does the market see them? You’ll want to assess their competitive position and whether their revenue depends heavily on just one or two customers. If 60 percent of their income comes from one account, losing that relationship could collapse the whole operation. You should also review their online footprint, compliance history, and any bad press. If their name is tangled in negative headlines or public disputes, it could affect your brand just by association. What Do You Do with All This Information? Use it to shape your negotiations. If financials are shaky, you might want the owners to personally guarantee certain obligations or ask for monthly reporting. If litigation is pending, you can negotiate indemnification clauses that protect you if things go sideways. It also helps you choose the right deal structure. Maybe a joint venture makes more sense than a general partnership. Limiting liability could save you from taking on more risk than necessary. Can You Do This Alone? You can review basic documents yourself, but deeper analysis often needs professionals. A CPA can spot issues in financials and tax returns that might not be obvious at first glance. Employment attorneys can identify red flags in hiring practices or compensation agreements. If the business operates in a complex industry, bring in someone who knows that space. Tech companies especially should get a cybersecurity review. You don’t want to discover a data breach after you sign. What’s This All Going to Cost? Professional due diligence usually runs between $5,000 and $25,000, depending on how complex the business is. But more often than not, it pays for itself, either by uncovering issues that give you leverage or by helping you walk away from a bad deal before it’s too late. Expect the process to take four to eight weeks. You’ll usually get some early insights within the first two, but thorough analysis takes time. Building that into your timeline prevents rushed decisions and costly surprises.

The specific requirements for the composition of a board are a matter of State law, so the answer would depend on where your corporation is incorporated and, in some circumstances, where it is physically located. The number of directors and the specific choice of whom to add to the Board is generally best determined on a case by case basis.