Business Law Helena, Alabama

Buying/Selling Businesses

We can help you with the process of buying or selling a business. Each transaction is different, but we will guide you through the different stages of the transactions along the following lines:

Investigation and Negotiation Stage

• Together with the client we will assess the status of the transaction and determine what has been done already and how far negotiations have come.
• We will discuss your motivations for buying or selling and discuss the terms of the deal, such as the purchase price/valuation and payment terms. Then we closely guide you in the investigation of the business target (if you are buying) or help you disclose and assemble what is requested by the buyer (if you are selling).
• We will discuss and advise you with respect to the best structure of the business sale (i.e. asset sale, stock (equity) sale or corporate reorganization), your tax situation before and after the transaction, the financing for the transaction and the allocation of the purchase price (if it is an asset sale);
• We will ensure all securities laws are complied with.

Termsheet

• We will prepare or review the term sheet (aka "letter of intent") between the parties and guide you in the decision whether to ask for a confidentiality agreement.

Draft Necessary Documents

• We will carefully draft and negotiate the sale agreement and all other closing documents, such as promissory notes and security agreements; assemble or prepare owner/shareholder/board of director approvals and consents needed for the transaction.
• We will make sure that all required third party consents (landlord, contract partners and so forth) will be provided.
• We will prepare a closing checklist and oversee the execution of all necessary documents.

Closing

• If necessary and desired, we will attend the closing, record security interests, make adjustment to the purchase price, and provide escrow for the purchase price or the equity covered by a security interest.

Startups/Founder Advice

• We advise Startups and their Founders in all aspects of business formation, choice of entity and jurisdiction, formation of business entities, founder agreements, consulting agreements, confidentiality agreements, start-up funding, seed investments, protection of names, ideas and inventions.
• If you are relying on friends, family, or wealthy individuals (business angels) to provide your startup capital, we can help you understand the different options for startup capital, prepare and negotiate the necessary legal documentation, and make sure that your money-raising activities comply with the relevant state and federal securities laws.

Business Litigation

• As business attorneys we make it our business to keep small business owners out of court and business litigation. However, sometimes it cannot be avoided. We can help you enforce your rights in Alabama or defend any case brought against you.
• Before we begin any business litigation on your behalf, we will always make sure that any litigation makes sound business sense and won't be a waste of your time and money.
• Business litigation can be justified for any number of reasons. Take the following examples of common business claims brought by business attorneys on behalf of their clients:

Breach of Contract Disputes

Someone does not comply with the rules set forth in a contract between the two of you;

Tortious Interference with Contracts and Prospective Business:

Someone maliciously interferes with your performance under a contract, prevents you from entering into a contract or helps somebody to breach a contract;

Fraud and Misrepresentation:

Someone (1) represented a material fact, (2) the facts were untrue, (3) that somebody knew it was untrue, (4) the representation was made with the intent to deceive and to induce you to act upon it, (5) you relied on it and (6) you suffered damages by acting on the misrepresentation;

Unfair Competition:

Someone steals your brand, business reputation, customer list or similar property for his own business advantage and causes your business damages by doing so;

Conversion:

Someone takes your property and uses it without your authorization and thus makes it impossible for you to enjoy the rights that come with ownership of that property;

Partnership Disputes:

Claims based on another partner's misconduct towards you as a co-owner of the business;
• Business Partnership Disputes can arise between shareholders in a corporation, partners in a partnership or members in a limited liability company (LLC).
• Businesses may want to kick out one partner, a partner is excluded from management or information, a partner doesn't receive the profit that he/she is due...the scenarios are endless.
• We can help you resolve partnership disputes by fully investigating the matter and exploring all possible alternatives prior to taking the other business partners or the business to court. If it is necessary to sue, we will guide you and forcefully pursue your rights in court.

Come see a business law attorney at Alabama Law Services, LLC in Helena, Alabama for any of your business needs.