Business Sales & Acquisitions
We provide services to both buyers and sellers in connection with business sales and acquisitions.
The services we render pertaining to these transactions include, but are not limited to:
Limited Liability Company Law.
- Drafting, reviewing, and/or negotiating letters of intent and confidentiality agreements
- Preparing and/or responding to due diligence requests
- Drafting, reviewing, and negotiating asset or stock purchase agreements, and all related agreements
- Reviewing and negotiating loan agreements
Since the early 1990's, limited liability companies have been the entity of choice for closely held businesses. Limited liability companies generally enable their owners to limit their exposure for the company's debts while avoiding the necessity of complying with the formalities inherent in a corporation. To learn more about the differences between limited liabilities and corporations in the state of Ohio, feel free to review Attorney Petrony's article entitled LLCs v. Corporations in Ohio, published in the Ohio Lawyer magazine.
Our services in this area of the law include, but are not limited to:
- Assisting in the formation and organization of LLCs
- Assisting in the reorganization and/or conversion of existing entities into LLCs
- Handling disputes amongst members of LLCs
- Assisting in sales and acquisitions involving LLCs
- Accomplishing LLC dissolutions
We assist both businesses and individuals in reviewing, drafting, and negotiating a wide variety of commercial transactions and matters, including but not limited to the following:
Employment Law Issues
- Contracts of every type
- Sales of personal property
- Leasing of personal property
- Those involving checks, notes and other types of commercial paper
- Personal property liens such as those on inventory, vehicles, accounts receivable, equipment or intangible assets
- Bailments (e.g., when one leaves personal property in the possession of another for repair, etc.)
- Unfair trade practices
We provide primarily employers, but also employees, with a wide range of assistance relative to employment law issues. These services include, but are not limited to:
- Those related to the hiring process, such as the permissible scope of background checks and interviewing, etc.
- The drafting, preparation, and/or negotiations of employment agreements
- The preparation and/or review of employee handbooks
- Preparation and/or review of necessary and/or desired employment policies such as those relating to sexual harassment and discrimination
- Employee privacy issues
- Wage and Hour, Family & Medical Leave Act, Americans with Disabilities Act and Discrimination issues
- Review, drafting and negotiation of non-compete agreements
- Employee terminations, such as if, when, and how an employee may be terminated
- Review, drafting, and/or negotiating employee severance agreements
We assist both sellers and buyers of franchises in dealing with the multiple issues posed by franchise laws. Franchise law is a complex area encompassing both federal and state law requirements.
Our assistance in this area typically includes, but is not limited to:
- The review and preparation of offering circulars to assist compliance with both federal and state laws
- The review, drafting, and negotiation of franchise agreements
- Handling disputes between franchisors and franchisees
- Assisting in the termination of a franchise relationship
Mergers, Reorganizations and Conversions
We provide assistance to clients in all types of mergers, consolidations, reorganizations and conversions. The need for these services typically arises in connection with businesses that are seeking to restructure themselves internally by combining, splitting, and/or changing the form of their pre-existing entities. On occasion, however, these structures can be used in conjunction with the acquisition and/or combining of two or more unrelated businesses.
Business Formations & Joint Ventures
We are available to assist entrepreneurs and others in forming new business entities such as limited liability companies, corporations, limited partnerships, or other business forms. These services range from assisting entrepreneurs in start up business to helping existing businesses that are seeking to segregate a distinct business division. We also assist businesses seeking to form joint ventures.
Business Owner Disputes
Unfortunately, it is common for owners of closely held businesses to become involved in disputes with each other. We frequently assist these owners in their efforts to deal with these conflicts.
Our services in this area include:
- Reviewing the company's existing organization documents and outstanding loan agreements, etc. to determine the relative rights of the owners
- Negotiating with the other owners and their counsel in an effort to creatively and amicably resolve such disputes
We assist business entities and their owners in dissolving and liquidating existing business organizations. To dissolve these entities legally, the business must comply with the state statutes that govern this process. These may require, amongst other things, the publication of notices, the mailing of notices to creditors, the filing of documents with state agencies, and the payment of liquidation proceeds to given classes of claimants in a certain order. We frequently help clients through this maze of requirements.
Internet law is a newly developing and hence generally not yet well defined area of the law. Thus, it is critical for businesses and individuals to keep up with its ever changing developments. We are available to provide advice in areas such as the following:
- All facets of e-commerce
- The review, preparation, and/or negotiation of website development agreements
- The review, preparation, and/or drafting of website hosting agreements
- The review, preparation, and/or drafting of licensing agreements
- The use and/or interpretation of electronic contracts and signatures
- Domain name issues
- Internet advertising
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