Though Florida was one of the first states to enact legislation permitting the organization of limited liability companies (“LLC”), usage of LLCs as a corporate form is still a relatively new concept. With the Florida Limited Liability Company Act of 1999 and the passage of certain taxation legislation, LLCs are […]
A Florida business break-up can be messy. However, it doesn’t have to be that way. Instead, owners of a business who plan ahead with consideration of potential future challenges can help ensure an amicable break-up, free of drama or difficulty. And by having an experienced contract law attorney in your […]
The construction industry has rebounded following the recession of 2008. Therefore, there is a greater demand for builders and their work than we’ve seen in years. Having a clear, thorough, binding construction contract helps to ensure that both the contractor and the client know what to expect. It also helps […]
After multiple failed attempts, a medical marijuana amendment to the Florida Constitution overwhelmingly passed in November of 2016. In response to the amendment, the Florida legislature passed Fla. Stat. § 381.986. While Florida previously had allowed medical marijuana for terminally ill patients under the Compassionate Medical Cannabis Act of 2014 […]
As technology makes the word smaller, it becomes more and more important for companies to protect trademarks. The Lanham Act (15 U.S.C. §1051) protects owners of registered trademarks from use in commerce by another that is “likely to cause confusion or mistake or to deceive purchasers as to the source […]
The indemnification provisions are among the most heavily negotiated portions of a purchase agreement, yet business owners may be tempted into thinking they are simply something lawyers like to argue over without realizing their importance. The indemnification provisions deal with the issue of what rights the acquirer have when it […]
Last month, I posted a brief overview blog regarding the drafting and negotiating of the purchase and sale agreement in an M&A deal. Then I began a series detailing three of the most important sections of the purchase and sale agreement: (1) the economics, (2) representations, warranties, and disclosure schedules, and (3) indemnification. This blog on the representations, warranties, and disclosure schedules in the agreement will dive deeper into a complex part of the agreement.
Probably the most important provision of the purchase and sale agreement considering the money is what drives the deal, the economic provision must be detailed and, written with specificity and accuracy.
In the context of a sale or purchase of a company, the “definitive agreement” is usually an asset purchase or stock purchase agreement. The agreement is where many of the most important decisions are made, including pricing and payment.
Previously, I wrote a blog highlighting a business purchaser’s need to do due diligence on its prospective target company. As stated, the due diligence process can be split into three parts: (1) legal; (2) financial; and (3) operational. I began this series with a blog concerning legal due diligence, and […]