Business Purchases and Sales
Buying or selling a privately held business can involve much more than negotiating a purchase price.
Depending on the transaction, the legal work may include structuring the purchase, reviewing financial and organizational information, preparing purchase agreements, addressing existing liabilities, arranging seller financing, transferring assets and contracts, and dealing with licenses or regulatory approvals.
The firm represents buyers and sellers in business acquisitions and dispositions, including transactions involving closely held companies, service businesses, and businesses with associated real estate.
Business Organizations and Ownership Agreements
The firm assists clients in forming and organizing limited liability companies, corporations, and other business entities.
This work includes articles of organization or incorporation, operating agreements, bylaws, organizational resolutions, buy-sell agreements, ownership transfers, and related documents.
Particular attention is given to the relationships among owners, including management authority, transfers of ownership, valuation, withdrawal, death or disability, and the procedures for resolving disagreements.
These issues are often easier to address when the business is formed than after a disagreement has developed.
Contracts and Commercial Relationships
The firm prepares, reviews, and negotiates a variety of business agreements, including:
Customer and vendor agreements
Independent contractor and employment-related agreements
Confidentiality and restrictive covenant agreements
Commercial leases and purchase agreements
Promissory notes, security agreements, and seller-financing documents
Business purchase and sale agreements
Licensing and other commercial agreements
The appropriate terms depend on the transaction, the parties involved, and the risks each party is prepared to assume.
Contractor Licensing and Regulatory Issues
The firm advises contractors and other businesses concerning licensing and regulatory requirements, including matters involving the Arizona Registrar of Contractors.
These matters may involve license classifications, qualifying parties, compliance questions, administrative proceedings, and the effect of licensing requirements on business relationships and contractual rights.
The firm also assists businesses in regulated industries with transactions and ownership changes that require consideration of applicable licensing or approval requirements.
Commercial Real Estate
The firm handles commercial real estate matters arising in connection with business ownership and operations.
Examples include purchase and sale agreements, leases, easements, due diligence, promissory notes, deeds of trust, and other financing or property-related documents.
Real estate issues frequently arise as part of a larger business transaction, particularly when the business and its premises are being purchased or sold together.
Trademarks, Trade Names, and Intellectual Property
The firm assists businesses with trademark and trade name matters, including registration, ownership, licensing, prior-use questions, and agreements addressing potentially conflicting marks.
These issues may arise independently or as part of a business acquisition, reorganization, or change of ownership.
Ongoing Business Counsel
Many clients contact the firm for advice on issues that do not fall neatly into any one of the categories above.
The question may involve a proposed business relationship, a problem with an existing contract, a change in ownership, an unexpected regulatory issue, or a decision with legal consequences.
The firm provides counsel on an as-needed basis, with an emphasis on understanding the client’s objectives and addressing the problem in a practical manner.
Where a matter requires litigation or specialized expertise beyond the firm’s scope of representation, the firm can assist in identifying or coordinating with other counsel as appropriate.