Like all humans, corporate officers and directors are not always perfect. In this blog post, we discuss the legal theory known as "the business judgment rule", and its application and relevance to officer and director liability and to good corporate governance.
Are you considering buying a business? As a prospective purchaser, it's wise to ask a lot of questions of the seller early in the discussion process. By asking the right questions, a prospective purchaser can gain information about whether the transaction could be a good fit.
In this blog post, we describe what corporate governance means and why its important. We list 5 reasons why good governance means good business, and 5 tips for implementation. We also discuss the concepts of ESG and DEI and their role in entity governance.
Performing a robust due diligence process is critical in M&A, real estate deals and many other forms of commercial contracts. In this blog post, we discuss seven important considerations for successful due diligence, from the perspective of both buyers and sellers.
Business brokers add tremendous value to M&A transactions. However, their services do not come cheap. Use these tips and strategies before executing a business brokerage contract to ensure that your brokerage agreement is fair and reasonable.
Limited liability companies are a favorable entity choice in many cases. In this Blog post, we discuss several of the advantages and attributes of a limited liability company.
What Are Fiduciary Duties? In the context of corporate leadership, fiduciary duties include the duty of loyalty and the duty of care. In this blog post, we break down the fiduciary duties of officers and directors, and discuss their elements and importance to sound corporate governance.
Accounts receivable factoring, sometimes called invoice factoring or merchant funding, has advantages and disadvantages. For small businesses with low credit scores or feeling the squeeze from recent turmoil in the banking industry, factoring might be a financing option of last resort. However, business owners must fully understand and negotiate the financial aspects and legal terms and conditions before proceeding.
Contingencies are important mechanisms often used in commercial contracts. A carefully written contingency provisions allows a party to terminate an agreement (or exercise other rights) in the event specified events transpire or fail to transpire, as the case may be. In this blog post, we explain contingencies and discuss their use in contracts, examining the perspectives of the different parties to a transaction.
In this blog post, we discuss the right of first refusal ("ROFR") and its cousin, the right of first offer ("ROFO"). We describe the differences between the two legal concepts, and important considerations before incorporating a ROFR or ROFO in your contracts.
Closing day can be stressful and chaotic. To ensure that the closing progresses smoothly, advance planning is needed. In this Blog post, we discuss several tips and strategies to ensure a smooth closing for M&A deals and other types of commercial transactions.
Why are some words in a contract capitalized, and what the heck are “defined terms”? If you've ever had the pleasure of reading a contract or other legal document, you may have noticed sprinklings throughout of certain common words written with a capitalized initial letter, as if the word was a common noun. In this Blog post, we discuss the meaning and concept behind the use of defined terms in contracts.
Many factors must be assessed when forming a new business. Founders must think about liability concerns, taxes, administration and other topics before forming a new business. In this Blog post, we discuss several important factors in the formation of a new business.
Buying or selling a business is a complex process, involving many steps and many different legal documents. Using the assistance of an experienced business lawyer will help ensure that the parties obtain the best result, mitigate risk and reduce stress. In this Blog post we discuss buying and selling a business from both the buyer's and seller's perspectives, and ways in which legal counsel can assist the parties.
The list of assets goes to the very heart of an Asset Purchase Agreement. In this Blog post, we discuss the significance of an asset list and 5 tips to consider when preparing the asset list for an APA.
Due diligence is a critical and complicated aspect of M&A and other commercial transactions. In this blog post we discuss the importance of due diligence and why its performed.
This Blog post describes the 10 phases of an M&A transaction, including areas of consideration relevant to both buyers and sellers. By having a reasonable understanding of the different stages of a transaction, buyers and sellers will be better equipped for ensuring a successful closing.
Negotiating and drafting a robust Letter of Intent is essential for ensuring a successful transaction. In this Blog post, we share 6 tips for a stellar LOI, from the perspective of both buyers and sellers.
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