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Meet some of our Iowa Acquisitions Lawyers
Melissa L.
Seasoned negotiator, mediator, and attorney providing premier legal advice, services, and representation with backgrounds in the following but not limited to law areas: business/commercial (restaurant & manufacturing), contracts, education, employment, family and matrimonial, healthcare, real estate, and probate & wills/trusts
Wendy C.
My legal practice is focused on business transactions like general corporate matters, fundraising, technology contract negotiation, blockchain, crypto or token analysis, and others. I hope to be a good asset to you and looking forward to finding out how I can be of help!
July 28, 2023
Brad B.
Business attorney with over 15 years of experience serving companies big and small with contracting including business, real estate and employment.
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Benjamin W.
I am a California-barred attorney specializing in business contracting needs. My areas of expertise include contract law, corporate formation, employment law, including independent contractor compliance, regulatory compliance and licensing, and general corporate law. I truly enjoy getting to know my clients, whether they are big businesses, small start-ups looking to launch, or individuals needing legal guidance. Some of my recent projects include: -drafting business purchase and sale agreements -drafting independent contractor agreements -creating influencer agreements -creating compliance policies and procedures for businesses in highly regulated industries -drafting service contracts -advising on CA legality of hiring gig workers including effects of Prop 22 and AB5 -forming LLCs -drafting terms of service and privacy policies -reviewing employment contracts I received my JD from UCLA School of Law and have been practicing for over five years in this area. I’m an avid reader and writer and believe those skills have served me well in my practice. I also complete continuing education courses regularly to ensure I am up-to-date on best practices for my clients. I pride myself on providing useful and accurate legal advice without complex and confusing jargon. I look forward to learning about your specific needs and helping you to accomplish your goals. Please reach out to learn more about my process and see if we are a good fit!
Rebecca S.
I absolutely love helping my clients buy their first home, sell their starters, upgrade to their next big adventure, or transition to their next phase of life. The confidence my clients have going into a transaction and through the whole process is one of the most rewarding aspects of practicing this type of law. My very first class in law school was property law, and let me tell you, this was like nothing I’d ever experienced. I remember vividly cracking open that big red book and staring at the pages not having the faintest idea what I was actually reading. Despite those initial scary moments, I grew to love property law. My obsession with real estate law was solidified when I was working in Virginia at a law firm outside DC. I ran the settlement (escrow) department and learned the ins and outs of transactions and the unique needs of the parties. My husband and I bought our first home in Virginia in 2012 and despite being an attorney, there was so much we didn’t know, especially when it came to our HOA and our mortgage. Our real estate agent was a wonderful resource for finding our home and negotiating some of the key terms, but there was something missing in the process. I’ve spent the last 10 years helping those who were in the same situation we were in better understand the process.
Benjamin E.
Benjamin is an attorney specializing in Business, Intellectual Property, Employment and Real Estate.
Richard G.
Attorney Gaudet has worked in the healthcare and property management business sectors for many years. As an attorney, contract drafting, review, and negotiation has always been an area of great focus and interest. Attorney Gaudet currently works in Massachusetts real estate law, business and corporate law, and bankruptcy law.
March 12, 2021
Ema T.
I am a NY licensed attorney experienced in business contracts, agreements, waivers and more, corporate law, and trademark registration. My office is a sole member Law firm therefore, I Take pride in giving every client my direct attention and focus. I focus on getting the job done fast while maintaining high standards.
April 1, 2021
David B.
A twenty-five year attorney and certified mediator native to the Birmingham, Alabama area.
April 15, 2021
Samantha B.
Samantha has focused her career on developing and implementing customized compliance programs for SEC, CFTC, and FINRA regulated organizations. She has worked with over 100 investment advisers, alternative asset managers (private equity funds, hedge funds, real estate funds, venture capital funds, etc.), and broker-dealers, with assets under management ranging from several hundred million to several billion dollars. Samantha has held roles such as Chief Compliance Officer and Interim Chief Compliance Officer for SEC-registered investment advisory firms, “Of Counsel” for law firms, and has worked for various securities compliance consulting firms. Samantha founded Coast to Coast Compliance to make a meaningful impact on clients’ businesses overall, by enhancing or otherwise creating an exceptional and customized compliance program and cultivating a strong culture of compliance. Coast to Coast Compliance provides proactive, comprehensive, and independent compliance solutions, focusing primarily on project-based deliverables and various ongoing compliance pain points for investment advisers, broker-dealers, and other financial services firms.
April 19, 2021
Pritesh P.
Experienced General Counsel/Chief Legal Officer
November 4, 2022
Jonathan R.
I am a graduate of Cornell University and Rutgers University School of Law—Newark, and have been admitted to the state and federal bars for New Jersey, and have been engaged in the full- or part-time practice of law since my admission to the bar in 1991. My practice centers on civil litigation; wills, trusts, and estates; and ediscovery review and management. I have extensive experience in regulatory compliance in the financial services industry, as well as privacy laws in the U.S. and E.U.
Acquisitions Legal Questions and Answers
Acquisitions
Business Purchase Agreement
California
What's an earn-out in a business purchase agreement?
I am looking to purchase a business and the seller has proposed an earn-out as part of the purchase agreement. I am unfamiliar with this type of agreement and need advice on how it works and what I need to consider before agreeing to it. I would like to understand what an earn-out entails and the potential risks and rewards associated with it.
James H.
For informational purposes, NOT legal advice: In some service businesses, where there is not hard property asset value but the company is making money, an agreement called "earnout" allows the seller to continue working as part of the compensation. For example, a consulting company may have ongoing business that is dependent on the seller being involved, due to familiarity and personal loyalty. These agreements differ from seller financing in that the seller's employment is subject to continued business volume, therefore the buyer has some assurance that the seller (and their friends, co-workers, relatives,etc.) do NOT try to divert the existing customer revenue stream to a different business with similar services. Yes, some sellers cleverly attempt to sell their business and then set up a competitor in their kids, spouse or relative name to recapture the revenue and tiptoe over the non-compete seller clause In these situations the buyer may offer a Earnout to protect their interest and insure the revenue keeps coming in while the new owners learn the detalls and customer base. Other situations where "Earnout" may be preferable include business sales where the subject business is a subcontractor or heavily dependent on one or a small few number of clients, which makes the business revenue stream highly subject to rapid change. Buyers should be careful not to pay for a company AND then also do a "earnout" since that would be paying twice.
Acquisitions
Asset Purchase Agreement
Texas
What is the difference between an asset purchase agreement and business purchase agreement?
I am selling my e-commerce store and want to know which one of these I need.
Forest H.
Just like the name suggests, an asset purchase agreement is just that – an agreement to purchase existing assets. This would be the appropriate document to use if you are buying or selling some or all of the assets of a business but not the business itself. For example, if you own a yard service company and you are interested in buying all of the mowers, trucks, and equipment of another yard service business. An asset purchase agreement would give a defined list of the equipment you are purchasing. If you were interested in buying the whole business, including existing contracts, assuming the debt, and retaining the other business’s employees and perhaps even their name, you would want a business purchase agreement.
Acquisitions
Asset Purchase Agreement
Texas
Should asset purchase agreement be notarized?
Do we need to notarize an APA? I have tried to do research online and cannot find anything. I am trying to budget for a new acquisition and want to make sure I have all of my ducks in a row. Are there any other documents I will need?
CRAIG C.
There is absolutely NO requirement that an asset purchase agreement be notarized. However, there is no harm to having it notarized.
Acquisitions
LLC
Texas
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.
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!
Acquisitions
Business Purchase Agreement
California
Is a business purchase agreement binding?
I am interested in purchasing a business and I am currently in the process of negotiating a business purchase agreement. I am curious to know if the agreement is binding and what legal implications it may have if I decide to move forward with the purchase. I have read through the agreement and I understand the terms and conditions, however, I would like to know if the agreement is legally binding.
David B.
It seems that you are thinking of signing a letter of intent. A letter of intent ("LOI") is normally used to summarize the key points of a deal upon which the parties have reached an understanding. It is a prelude to a full set of agreements used to purchase a business. After the LOI is signed, the parties negotiate the minutiae of a deal and prepare the final set of agreement. LOIs usually contain a statement that the LOI does not bind either party to move forward with a deal. For the most part this is true. However, case law is replete with cases where the LOI was enforced against an unwilling party despite the disclaimer in the LOI. Generally speaking, courts will enforce an LOI where one party did not act in good faith after the LOI was signed, refused to negotiate or signed the LOI for nefarious purposes. A person contemplating an LOI should not assume that language saying the agreement is not binding will clear them of all responsibility. There is a duty to negotiate in good faith.
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Contracts Counsel was incredibly helpful and easy to use. I submitted a project for a lawyer's help within a day I had received over 6 proposals from qualified lawyers. I submitted a bid that works best for my business and we went forward with the project.
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