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Garrett M.
Attorney Garrett Mayleben's practice is focused on representing small businesses and the working people that make them profitable. He represents companies in structuring and negotiating merger, acquisition, and real estate transactions; guides emerging companies through the startup phase; and consults with business owners on corporate governance matters. Garrett also practices in employment law, copyright and trademark law, and civil litigation. Though industry agnostic, Garrett has particular experience representing medical, dental, veterinary, and chiropractic practices in various business transactions, transitions, and the structuring of related management service organizations (MSOs).
July 13, 2020
Dillon N.
My practice has involved a wide range of legal matters from commercial real estate, finance and international business transactions to litigation matters including commercial disputes, real estate, employment, and medical malpractice. Proficient in Spanish, I graduated from the University of Kentucky College of Law, the Patterson School of Diplomacy and International Commerce, and the University of Southern California. Prior to my legal career, I sought diverse professional experiences. After graduating from college, I orchestrated my own volunteering experience in southern Peru with a small non-profit organization. Later I gained valuable professional experience as part of a U.S. Senate campaign, and after that I joined the public policy team at Greater Louisville, Inc., Louisville's Chamber of Commerce affiliate. Prior to law school, I embarked on a month long excursion with the Northern Outdoor Leadership School in Alaska, which gave me a new found appreciation for sustainability.
October 22, 2021
Nichole C.
Licensed attorney in KY and Federally JD, 2006 University of Louisville MBA, 2006 University of Louisville BS, 2001 Berea College Licensed Title Agent Arbitrator and Certified Mediator Business Consultant Adjunct Professor, Law and Business
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Mark F.
International-savvy technology lawyer with 35years+ in Silicon Valley, Tokyo, Research Triangle, Silicon Forest. Outside & inside general counsel, legal infrastructure development, product exports, and domestic & international contracts for clients across North America, Europe, and Asia. Work with Founders to establish startup and continuous revenue, sourcing and partnering with investors to attract funding, define success strategy and direct high-performing teams, advising stakeholders and Boards of Directors to steer company growth.
Michael M.
www.linkedin/in/michaelbmiller I am an experienced contracts professional having practiced nearly 3 decades in the areas of corporate, mergers and acquisitions, technology, start-up, intellectual property, real estate, employment law as well as informal dispute resolution. I enjoy providing a cost effective, high quality, timely solution with patience and empathy regarding client needs. I graduated from NYU Law School and attended Rutgers College and the London School of Economics as an undergraduate. I have worked at top Wall Street firms, top regional firms and have long term experience in my own practice. I would welcome the opportunity to be of service to you as a trusted fiduciary. In 2022 I was the top ranked attorney on the Contract Counsel site based upon number of clients, quality of work and top reviews.
August 30, 2022
David A.
David Alexander advises clients on complex real estate transactions, including the acquisition, disposition, construction, financing and leasing of shopping centers, office buildings and industrial buildings throughout the U.S. An experienced real estate attorney, David reviews, drafts and negotiates all manner of retail, office and industrial real estate agreements, including purchase and sale agreements, construction contracts, leases and financing documentation.
September 4, 2022
Alex P.
Managing partner at Patel & Almeida and has over 22 years of experience assisting clients in the areas of intellectual property. business, employment, and nonprofit law.
September 8, 2022
Tiffanie W.
Tiffanie Wilson is a business transactions and personal injury lawyer. She helps clients realize their business goals by expertly drafting contracts, providing sound legal advice, and working for justice for injured clients.
September 6, 2022
Daniel F.
An experienced attorney with a varied range of legal abilities. Focusing on real estate transactions and general commercial litigation.
September 7, 2022
Doug F.
Doug has over 20 years of private and public company general counsel experience focusing his legal practice on commercial transactions including both software and biotech. He is a tech savvy, business savvy lawyer who is responsive and will attain relationship building outcomes with your counterparty while effectively managing key risks and accelerating revenue. He received his Juris Doctor from Boston University School of Law earning the Book Award in Professional Ethics and after graduation he taught legal writing there for a number of years. Prior to law school, Doug earned a M.A in Mathematics at the State University of New York at Stony Brook, and a B.S in Honors Mathematics at Purdue University. After law school, Doug joined Fish & Richardson, where his practice focused on licensing software, trademarks and biotech. While at Fish & Richardson Doug authored a book on software licensing published by the American Intellectual Property Lawyers Association. Later he joined as General Counsel at FTP Software and led an IPO as well as corporate development. Doug has broad experience with a broad range of commercial agreement drafting and negotiation including SaaS software and professional services, distribution and other channel agreements, joint venture and M&A. Doug continued his leadership, corporate governance and commercial transaction practice at Mercury Computers (NASDAQ:MRCY) leading corporate development. Doug’s experience ranges from enterprise software to biotech and other vertical markets. He joined the board of Deque Systems in 2009 and joined in an operating role as President in 2020 successfully scaling the software business.
September 13, 2022
Kathryn K.
I graduated from Georgetown Law in 2009 and have been practicing for fourteen years. I primarily work on commercial contracts. I specialize in drafting, reviewing, and negotiating MSAs for services companies, specializing in SaaS agreements. I have drafted online terms of service, acceptance use policies, and privacy policies for clients across a range of industries. In addition, I counsel clients on NDAs, non-solicitation/non-competition agreements, employment contracts, and commercial and residential leases. Prior to opening my own practice, I worked for four years at one of the most prestigious law firms in the world, an appellate litigation firm, the federal government, and one of the country's most renowned government contracts firms. I live in Boulder but represent clients nationwide. Although I have represented numerous Fortune 500 companies and the Defense Department, my passion is advising startups and small businesses. Like so many of my clients, I am an entrepreneur and have owned and operated three businesses (my law firm and two companies outside the legal field). I understand the needs and concerns of small business owners. I look forward to working with you.
September 12, 2022
Wendy C.
Business Advisor and Real Estate Consultant: Small boutique firm working to assist entrepreneurs, business start-ups, property investors, new home buyers, and distressed owners Wendy Calvert began her career as a corporate attorney focusing on complex commercial litigation, primarily in construction, property and casualty, and contractor liability. Through this experience, Wendy has managed and successfully litigated cases in Illinois and Wisconsin. In 2004, Wendy relocated to Illinois to work as an insurance litigation counsel and later as an executive sales consultant and insurance expert. Wendy now utilizes her skills as a contract negotiator, litigator, and sales consultant to negotiate real estate deals and help entrepreneurs create and grow the businesses of their dreams. EDUCATION Wendy earned her Juris Doctor in 1999 from the University of Wisconsin Madison. In 1989, Wendy graduated with a Bachelor of Arts in Business Administration and Communications from Marquette University.
Acquisitions Legal Questions and Answers
Acquisitions
C Corp
New York
C corp and exit strategies?
I am the founder of a small C Corp that has been in business for 5 years. We have achieved success and grown significantly since our founding, but I am now considering different exit strategies. I am seeking legal advice about which exit strategies would be best for my C Corp and how to properly implement them.
Michael S.
There are a number of possible exit strategies, including a sale to a third party, a sale to an employee stock ownership plan, and a sale to an employee-owned cooperative corporation. Each of those approaches could be effected through a single transaction, or through multiple installments, or you could maintain some ownership of the business indefinitely. Each appraoch comes with certain relative advantages and disadvantages. Please contact me if you would like to discuss your options in greater detail.
Acquisitions
Stock Purchase Agreement
Connecticut
What is a stock purchase agreement?
I am a small business owner looking to purchase a company and I am interested in understanding more about a stock purchase agreement. I understand that this type of agreement is used when a buyer wishes to purchase the stock of a company, but I would like to learn more about the specifics of the agreement and what is involved in the process.
Thomas L.
There are two ways to purchase a company. Buy its assets individually, or purchase the stock of the company. Buying the assets is more legal work, and more expensive and disruptive to the purchased business' relationship with third parties such as employees, customers, vendors, and banks, but avoids assuming the liabilities of the selling company. Buying the stock of the company is far less disruptive, but runs the risk of assuming undisclosed liabilities of the company.
Acquisitions
Stock Purchase Agreement
Connecticut
When to use a stock purchase agreement?
I am a business owner looking to purchase a company and I am considering using a Stock Purchase Agreement to effectuate the transaction. I am uncertain when this type of agreement should be used and would like to understand the legal implications of using it. I am also interested in understanding any potential tax implications of using a Stock Purchase Agreement.
Thomas L.
There are two ways to buy a company. 1. Asset purchase (you purchase the assets of the company directly) 2. Equity (stock) purchase. You purchase the equity of the company. Eauity purchases are far less expensive (legal fees). But in either case, you must hold back 10-20% of the purchase price in trust for a year to make sure the accounting records are in fact accurate, the receivables actually exist, and there are no undisclosed liabilities (tax, employee lawsuits, etc.)
Acquisitions
Stock Purchase Agreement
California
Stock purchase agreement and survival period?
I am a small business owner looking to purchase a stock from another business. I am in the process of reviewing the Stock Purchase Agreement and have a question regarding the survival period. I need to understand the meaning of the survival period and how long it lasts, as it is an important factor when making the decision to purchase the stock.
Thaddeus W.
Good question! Though, more information would be needed. This seems like something you would want to submit a formal request for bids on. This is square within my practice area, so I'd love to consider assisting you. ~Thaddeus Wojcik, Wojcik Law Firm, PC
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.
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