BUSINESS ORGANIZATION & AGREEMENTS

Clark & Lowe LLC has extensive experience and qualifications to develop the necessary legal strategy for a client to formulate a business plan whether it is for the purpose of creating a new business, or buying an existing business, or modifying existing business organization. There are several types of business organizations and agreements which a client needs to consider when beginning a business relationship, adding business partners, purchasing a business, or terminating a business relationship. Clark & Lowe LLC represents and serves as general counsel for numerous small to medium sized businesses.

STRUCTURE

Analyzing and choosing a business structure

There are many ways a client can structure his/her business. C Corporations; S Corporations; General Partnerships, Limited Partnerships; Limited Liability Companies with Operating Agreements and/or Corporate Structure; Joint Ventures and Sole Proprietorships. There is no one structure that fits the particular needs of every client. At Clark & Lowe LLC we will meet with you and discuss all the various options regarding the structure of your business, and the factors that are unique to your situation for the creation of the business entity.

Some of the issues associated with Business Organizations which Clark & Lowe LLC can assist include:

• Entity formation
• Operating Agreement
• Incorporation documentation
• Corporation books and records
• Buy sell agreements
• Commercial Loans – Business Plans
• Commercial Leasing
• Asset Sales – Asset Purchase Agreements
• Trade Secret protection
• Covenants not to compete
• Non-Disclosure Agreements
• Non-Solicitation Agreements
• Exit Strategies
• Joint Ventures

The attorneys at Clark & Lowe LLC provide you with individualized analysis, strategies, and legal advice to meet your individual needs with a goal to mitigate risk and to enhance efficiency.

PURCHASE OR SALE OF A BUSINESS

A. General Principles

The purchase or sale of a business whether big or small is a complicated process which should not be attempted without the assistance of legal counsel. The professionals at Clark & Lowe LLC recommend that legal counsel should be retained by all parties to the transaction before information is exchanged to assist in the valuation of the transaction. Clark & Lowe LLC has extensive experience representing all parties relative to the sale and/or purchase of a business.

B. The Purchase of a Business

When considering the purchase of an existing business, the purchaser must take into consideration the inherent risk of such purchase. The purchaser must be able to evaluate the business history and profit potential in order to properly analyze whether the business is worth the risk. This process of evaluation and analysis is called due-diligence and involves review of the business records. The purchaser must inspect and review all financial records, which would include; balance sheets, cash flow statements, tax returns, contracts, leases, vendor agreements, loan documents and more. Furthermore, a potential purchaser must evaluate or be familiar with the industry to help determine the future viability of the business and whether there will be sufficient income to support the purchase price.

Our services include:

• Due diligence to analyze the business
• Negotiation of sale terms
• Structuring the transaction
• Drafting transaction and closing documents
• Analyzing financing and capitalization
• Negotiating commercial loan
• Negotiation commercial lease
• Business organization for purchaser
• Drafting organizational documents

C. The Sale of a Business

The sale of a business is contingent upon finding a buyer who is willing to purchase a business on the terms and conditions that are satisfactory to the seller. Many buyers wish to purchase the business with seller financing. However, depending upon the type of business, there will be some seller financing, which requires legal documents to protect the seller in case the buyer should default.

Clark & Lowe can assist the seller of a business in the following ways:

• Evaluating the buyer
  
• Drafting confidential and non disclosure agreements
  
• Drafting letters of intent regarding the business terms
  
• Negotiating business terms with buyer
  
• Structuring the transaction to meet the seller’s financial needs
• Protecting the seller in case of default
• Drafting transactional and closing documents for the sale
• Creating proper security agreements to protect the seller
  
• Follow up to ensure compliance

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