Represented a buyer of a closely held medical practice in the transfer of the practice using an asset acquisition model.
Advised on the purchase of the ongoing practice and prepared and/or amended the transaction documents to reflect certain buyer preferences, which included an asset purchase agreement with a comprehensive set of protections for the buyer, a reasonable non-compete, a consulting agreement to assist in the transition, and a lease with an option to purchase the real estate. A challenge from this particular transaction was addressing the accounts receivables, which were excluded from the purchase price. This required addressing the collection efforts available and permissible by and among the prior owner, a sole proprietorship and limited liability company buyer.
Represented a buyer in the acquisition of a competitor using a stock acquisition model.
Advised on the purchase of a company supplying certain communications equipment and installations and prepared and/or amended the transaction documents to reflect certain buyer preferences, which included a stock purchase agreement with comprehensive set of protections for the buyer, including certain specific representations and warranties related to the taxation of an s-corporation, a reasonable non-compete, transition period, protection against potential spouse claims, employment agreements for key employees, and multi-year lease. A challenge from this particular transaction was the negotiation of the price and balance of potential tax liabilities that were anticipated from the method of payment, which included some cash, installment payments and borrowing by the buyer.
Represented seller in the transfer of a software design company using a stock acquisition model.
Advised on the sale of a company supplying certain software products and development, and prepared and/or amended the transaction documents to reflect certain seller preferences, which included payment preferences and protections, a limited non-compete attributable to anticipated ongoing employment of the sellers, the ancillary transfer documents and company records, and a payment guarantee. A challenge from this particular transaction was the carve-out of certain assets and revenue from the transferred entity.
Company Formation or Transitions
Represented an owner of an insurance agency in transitioning from a sole proprietorship to a corporation.
Prepared the necessary asset transfer documents, articles and bylaws for the newly formed entity and assisted with the initial organizational meeting.
Represented the owner of a medical services company in forming a new entity.
Prepared an operating agreement for a solely held limited liability company to reflect certain operational goals and controls.
Represented the members of an aerial photography limited liability company.
Prepared an operating agreement to reflect certain management, dispute resolution, anti-dilution and minority-right preferences, organizational goals and member voting and conduct restrictions.
Complex Commercial Partnership
Represented a group of buyers who formed multiple entities to acquire a restaurant.
Prepared the corporation and limited liability company organizational documents, including bylaws, operating agreement and initial organizational meetings, and advised buyers as to fiduciary and corporate governance standards related to mixed ownership and entity operating model.
Litigation and Dispute Resolution
- Represented a software company where employee was overpaid, and brought claims on behalf of the company to recoup the overpayments.
- Represented a manufacturing company in collecting an unpaid balance due pursuant to a contract to design and manufacture industrial equipment, and brought claims on behalf of the company to recoup the unpaid balance.
- Represented a consulting company in collecting an unpaid balance due pursuant to a contract to supply certain consulting services, and brought claims on behalf of the company to recoup the unpaid balance.
- Represented a member of a multi-member limited liability company in a dispute wherein the members could not reconcile operational or accounting practices and defended the client against the claims raised by another member, and negotiated a settlement effecting a separation of the business.