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Meet some of our Boston Acquisitions Lawyers
Christopher R.
Corporate and transactional attorney in sixth year of practice. Focus areas include general corporate counsel, labor and employment law, business partnership matters, securities matters related to privately-held companies, and regulatory compliance in securities and finance matters.
Briana C.
Legal services cost too much, and are often of low quality. I have devoted my law practice to providing the best work at the most affordable price—in everything from defending small businesses against patent trolls to advising multinational corporations on regulatory compliance to steering couples through a divorce.
Jo Ann J.
Jo Ann has been practicing for over 20 years, working primarily with high growth companies from inception through exit and all points in between. She is skilled in Mergers & Acquisitions, Contractual Agreements (including founders agreements, voting agreements, licensing agreements, terms of service, privacy policies, stockholder agreements, operating agreements, equity incentive plans, employment agreements, vendor agreements and other commercial agreements), Corporate Governance and Due Diligence.
Keidi C.
Keidi S. Carrington brings a wealth of legal knowledge and business experience in the financial services area with a particular focus on investment management. She is a former securities examiner at the United States Securities & Exchange Commission (SEC) and Associate Counsel at State Street Bank & Trust and has consulted for various investment houses and private investment entities. Her work has included developing a mutual fund that invested in equity securities of listed real estate investment trusts (REITs) and other listed real estate companies; establishing private equity and hedge funds that help clients raise capital by preparing offering materials, negotiating with prospective investors, preparing partnership and LLC operating agreements and advising on and documenting management arrangements; advising on the establishment of Initial Coin Offerings (ICOs/Token Offerings) and counseling SEC registered and state investment advisers regarding organizational structure and compliance. Ms. Carrington is a graduate of Johns Hopkins University with a B.A. in International Relations. She earned her Juris Doctorate from New England Law | Boston and her LL.M. in Banking and Financial Law from Boston University School of Law. She is admitted to practice in Massachusetts and New York. Currently, her practice focuses on assisting investors, start-ups, small and mid-size businesses with their legal needs in the areas of corporate and securities law.
Ralph S.
Ralph graduated from University of Florida with his JD as well as an LLM in Comparative Law. He has a Master's in Law from Warsaw University , Poland (summa cum laude) and holds a diploma in English and European Law from Cambridge Board of Continuous Education. Ralph concentrates on business entity formation, both for profit and non profit and was trained in legal drafting. In his practice he primarily assists small to medium sized startups and writes tailor made contracts as he runs one of Florida disability non profits at the same time. T l Licensed. in Florida Massachusetts and Washington DC this attorney speaks Polish.
Moss S.
Over 30 years of experience practicing commercial real estate and complex business litigation law.
Elizabeth W.
Liz is an experienced insurance professional, having worked with carriers and brokers for over 10 years. She can review or draft a variety of commercial agreements and is here to help your business. Specialties include: Master Service Agreements, business process outsourcing, marketing and partnership agreements, broker agreements, business associate agreements, and NDAs.
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.
October 27, 2020
Ross F.
I am an experienced technology contracts counsel that has worked with companies that are one-person startups, publicly-traded international corporations, and every size in between. I believe legal counsel should act as a seatbelt and an airbag, not a brake pedal!
June 28, 2021
Joshua C.
Attorney Joshua K. S. Cali is a respected business, estate planning, and real estate attorney based in Ashland serving Middlesex County and other nearby areas. Joshua graduated summa cum laude from Bentley University in Waltham, MA, and from UCLA School of Law in Los Angeles. Before starting his own firm, Joshua practiced estate planning for high net worth clients at a boutique law firm in San Diego, CA.
July 29, 2021
Stanley K.
Stan provides legal services to small to medium-sized clients in the New England region, and throughout the U.S. and abroad. His clients are involved in a variety of business sectors, including software development, e-commerce, investment management and advising, health care, manufacturing, biotechnology, telecommunications, retailing, and consulting and other services. Stan focuses on the unique needs of each of his clients, and seeks to establish long term relationships with them by providing timely, highly professional services and practical business judgment. Each client's objectives, business and management styles are carefully considered to help him provide more focused and relevant services. Stan also acts as an outsourced general counsel for some of his clients for the general management of their legal function, including the establishment of budgets, creation of internal compliance procedures, and the oversight of litigation or other outside legal services.
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.
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Browse Lawyers NowAcquisitions Legal Questions and Answers
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
Business Purchase Agreement
California
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.
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.
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.
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.
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Related Contracts
- Asset Acquisition Agreement
- Asset Acquisition Contract
- Asset Purchase
- Asset Purchase Agreement
- Asset Purchase Due Diligence Checklist
- Asset Sale
- Business Acquisition Agreement
- Business Acquisition Contract
- Business Acquisition Due Diligence Checklist
- Business Purchase Agreement
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