Corporate Transactions & Finance

Before signing a term sheet or letter of intent. The term sheet sets the deal’s structure and makes important points harder to renegotiate later. Even if most of the document is nonbinding, provisions covering confidentiality, exclusivity, expenses, and other matters may bind the parties. Changing the structure of a deal typically becomes more difficult and more expensive after you agree on the basic terms and begin drafting the final agreement. Consulting an attorney early gives you time to compare options, identify deal-breakers, and preserve your negotiating leverage.

The basic difference is whether the buyer purchases the company itself or selected parts of the business. In a stock or membership interest purchase, the buyer takes ownership of the company, which continues to hold its assets, contracts, and liabilities. In an asset purchase, the buyer chooses which assets to buy and which liabilities to assume. However, some obligations may still follow the business by law. Buyers often prefer asset purchases because they can limit exposure to old liabilities, while sellers often prefer stock purchases because they can transfer the entire company in one transaction.

The right choice depends on a few factors: how many owners your business will have, how you (and other owners) will manage the company, how you plan to raise money, your company’s tax situation, and where you will operate. An LLC often offers flexible management and tax treatment. A Delaware C corporation may make more sense for a company that plans to seek venture capital or offer equity compensation. An attorney will explain the tradeoffs, coordinate with the company’s tax advisers, form the entity, and prepare governance documents, including bylaws and operating agreements. Many founders form an entity through an online service and revisit the decision a year later, when an investor asks about the cap table or two owners disagree about control. Correcting the structure at that point costs considerably more than choosing it carefully at the start.

Due diligence allows a buyer or investor to verify the condition of the business and identify risks before closing. The review may cover contracts, financial records, intellectual property, real estate, and employment practices. It may also address litigation, regulatory compliance, and data security. A focused review may take a few weeks, while a complicated transaction can take several months. The timing depends on the size of the deal, the condition of the records, the risks involved, and how quickly the parties respond. Sellers can shorten the process by organizing their records and addressing ownership, contract, and compliance problems before going to market.

Yes. We structure and negotiate debt and equity financing, including venture capital investments, private securities offerings, commercial loans, bridge and seed financing, and SBA-backed loans. We also advise clients on federal and state securities laws. Our SBA lending attorneys work with financial institutions, non-bank lenders, borrowers, and title companies to structure, document, and close SBA 7(a) and 504 loans.

We do: contract negotiation, drafting, and review make up a steady part of our practice. Our team drafts and evaluates agreements that businesses use in day-to-day operations, from customer and vendor contracts to sales and marketing and real estate and construction contracts. We also handle operating and shareholder agreements, employment and independent contractor agreements, nondisclosure agreements, and licensing arrangements.

Yes. We advise U.S. and international clients on cross-border contracts, mergers and acquisitions, technology transfers, tax issues, antitrust requirements, export controls, and international trade laws. These transactions may involve different legal systems, currencies, regulatory requirements, and approaches to resolving disputes. We identify which countries’ laws may apply, address those risks in the agreement, and coordinate the legal work across practice areas. We also represent clients when disputes arise from cross-border transactions.

We represent both franchisors and franchisees throughout the U.S. Specifically, we help business owners develop and expand franchise systems, draft franchise agreements and disclosure documents, and address legal issues that arise as their franchise system grows. We also help prospective franchisees review franchise disclosure documents and franchise agreements before they commit. In our review, we uncover fees, territorial limits, renewal and termination provisions, operating restrictions, performance requirements, and other terms that may affect whether the investment makes sense.

Contact counsel immediately. Your options may include enforcing the contract, negotiating a workout or forbearance agreement, and restructuring the debt. Depending on the circumstances, you may also pursue payment, file a claim in bankruptcy, or defend against creditor action. Our bankruptcy and restructuring attorneys represent debtors and creditors in negotiations, distressed transactions, Chapter 11 reorganizations, and Chapter 7 matters. When restructuring isn’t the answer, transactional attorneys work with our litigation team to handle contract disputes through negotiation, arbitration, and court action.