Asset Acquisition

Represented an employee of a closely held medical practice in the purchase of the practice using an asset acquisition model.

Successfully negotiated a reasonable non-compete, transition period and option to purchase the real estate into a multi-year lease.  One challenge was addressing the accounts receivables, which were excluded from the purchase price to qualify for third party financing.  This required addressing the collection efforts available and permissible by and among the prior owner, a sole proprietorship and limited liability company buyer.

Entity Reformation

Assisted a sole proprietor working as an insurance broker business in a transition to an Indiana corporation.

Prepared the necessary documents to comply with Indiana law, a consent to lease assignment and transfer of the assets held by the sole proprietorship to the newly formed corporation.

Stock Acquisition

Represented an owner of a closely held retail limited liability company (LLC) transfer the ownership interest to another member of the limited liability company utilizing a stock acquisition model.

Successfully negotiated the purchase price using an installment payment model and independent contractor agreement, which allowed the selling member to continue providing certain services during a transition period to ensure business continuity.

Complex Commercial Partnership

Represented a group of buyers who formed various entities to acquire real estate and operate a restaurant financed in part by a loan secured by the real property.

The project required review of the commercial lending documents, commercial purchase agreement (including ALTA survey and title commitment) and drafting of suitable Articles of Incorporation and Bylaws and Articles of Organization and Operating Agreement.  This set of transactions also required resolutions related to the operations of the corporation, addressing potential conflicts of interest, operational control and limitations and addressing potential future transitions.

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