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. This […]
Minority shareholders in a closely held corporation can find themselves in a difficult position if the majority shareholder engages in oppressive, fraudulent, or illegal conduct.
Buying a business is a risky endeavor. What makes the process even more nerve-wracking is that a business is different from just about any other asset one can buy. When one purchases a house, car, or other tangible product, a buyer usually knows what they are getting, can inspect the […]
In June, I began a series of blogs regarding the most important legal considerations in the mergers and acquisition process. The first blog discussed the mergers and acquisition process at a global level generally laying out the six most important legal considerations in the process. In the second blog of […]
The controlling shareholder—i.e., the shareholder with a majority of the voting power— in a closely-held corporation has significant influence over the corporation’s management and affairs. As a result, minority shareholders—i.e., those without a controlling number of shares—in a closely-held corporation face unique risks from the controlling shareholder, such as oppression […]
In June, I began a series of blogs regarding the most important legal considerations in the mergers and acquisition process. The first blog discussed the mergers and acquisition process at a global level generally laying out the six most important legal considerations in the process. In the second blog of […]
Part III: Drafting Nondisclosure Agreements in the M&A Process In June, I began a series of blogs regarding the most important legal considerations in the mergers and acquisition process. The first blog discussed the mergers and acquisition process at a global level generally laying out the six most important legal […]
Part II: Engaging a Financial Advisor and the Drafting of the Engagement Letter Last month, I began a seven-part series on the legal consideration for buying, selling, or merging businesses, in which I introduced the mergers and acquisitions process, generally and briefly explaining the six most important steps: (1) engaging […]
You have created your business plan and now you are ready to put your plan into motion and start your own company. The next step is to consider which business structure suits your business. A business can be structured as a sole-proprietorship, partnership, limited partnership, corporation, S-corporation, or a limited liability company. The limited liability company structure boasts many advantages, but also brings with it some disadvantages to consider.
You have a claim against a corporation and/or its officers, but you find out that the corporation is dissolved and there is a successor corporation in its place that appears to be essentially the same corporation. Now what? In Bernard v. Kee Mfg. Co., Inc., Florida’s Supreme Court adopted the […]