Business Transactions
George Foreman's boxing philosophy was brilliantly
simple: “Plan your work and then
work your plan!” Similarly, it is our process to clearly
understand your objectives, to participate in a strategic evaluation of
viable alternatives and then to provide
the necessary assistance to achieve those objectives.
We are certainly aggressive when we need to be, but keep the big picture
in mind while driving the deal toward a successful conclusion. And
throughout our engagement, it is our earnest desire to assist you, the
entrepreneur or executive, in making the best possible strategic decisions.
This would include the development of a comprehensive project strategy
for delegating the various aspects of the transaction to the appropriate
non-legal resources.
We are experienced in providing legal advice, comprehensive due diligence, negotiation assistance, and drafting expertise with respect to most business transactions, including the following:
- Formation and dissolution of corporations, LLCs and other entities.
- Formation and tax-exemption filing for non-profit corporations.
- Stock and asset acquisitions and divestitures.
- Shareholder and buy/sell agreements.
- Mergers and reorganizations.
- Equity offerings, financing transactions and private placements.
- Strategic alliances and joint ventures.
- Loan, credit and security agreements.
- Real estate contracts and leases.
- Employment and consulting agreements.
- Distribution and licensing arrangements.
- Confidentiality, non-compete and non-solicitation agreements.
- Management and administrative services agreements.
How are our transaction services different from other firms?
First, you will quickly find that the documents and agreements we develop may look a little different than what you have seen before. They will not contain arcane legal terminology or unnecessary provisions that no one will read. It is truly maddening to see the same poorly drafted contracts circulated throughout most law firms and regurgitated in almost every deal. Because of the incompetence or laziness of many lawyers, there are millions of contracts that appear to have been written by an 18th century Latin scholar rather than a contemporary business person. Trust us, the only people who benefit from these “aforementioned” contracts are the litigation attorneys.
Second, our documents will be written clearly.
Clarity is extremely important for many reasons. If you don't understand
the terms, you are probably going to miss a number of significant opportunities
in the negotiation. And if you can't understand the documents, do
you think your staff, the opposing party's staff, the arbitrator, the
courts or the government regulators will?
Third, as a business specialty firm, we understand
business objectives and speak your language. Legal services do not come
cheap. Business attorneys should have a core competence in business
and finance or they should stick to litigation matters. As you know, an
experienced business attorney can save you a lot of anguish and provide
significant future value by navigating your company on the right course.
In order to do so, the attorney needs to understand general business
operations, the applicable business laws, your specific industry, the
nature of the transaction and, last but not least, the attorney must have
the ability to predict future problems. How can one navigate if one
does not know the terrain?
Fourth, we understand that most transactions
require an integrated team approach to achieve the best and most efficient
results. We thrive in this collaborative environment and our feelings
are not hurt when you stress the importance of the tax professional.
Fifth, we will not disappear after the closing.
It is our practice to provide you with contract administration instructions
and forward-looking strategies.
“Once Steve and I developed the appropriate course, he would roll up his sleeves and do whatever it took to get the project completed. Steve has a style that is pragmatic, thoughtful and teamwork oriented. He communicates to business executives like a businessperson rather than a lawyer and his work product is always clear and comprehensive. When you work with Steve, you feel like you are getting advice from a lawyer, businessman and a trusted friend.”
- D. Honigman, President
Strategic Resource Group West, Inc.
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