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Buying a Business in the U.S., Part 4: Letters of Intent (LOIs) In business purchase negotiations, parties often execute an early‑stage document called a letter of intent (“LOI”). You may also see it called a term sheet or even a memorandum of understanding (“MOU”). The label matters less than the document’s language and the parties’
The Lawsuits I See Coming, and the One You're Walking Into Now After years litigating business disputes, you stop hearing new stories. A client calls, starts in on what happened, and within a few minutes I can usually see where it is headed, because I have watched the same handful of mistakes produce the same
I recently wrote about how to find businesses for sale, and how to price them. Today I’ll discuss the very first contract typically signed by a buyer and seller in the life cycle of a small or closely-held business acquisition: the non-disclosure agreement (NDA). In nearly all deals outside of the straight “investment” or VC
Should Your Business Sue? Seven Questions to Ask Before Filing a Lawsuit A strong legal claim can still be a bad lawsuit. A customer refuses to pay, a partner diverts business to a side venture, or a former employee leaves with confidential information. Any of these may support a claim, but that does not settle
“You Were Never Really My Partner”: Proving an Informal Partnership Under Washington Law A missing signature does not mean a missing partnership. In Washington, how people run a business may matter more than the labels they use or the names on the paperwork. Before I ever litigated a partnership dispute, I lost one. I was
Business Litigation: What It Costs, How Long It Takes, and When It Makes Sense At some point in a serious business dispute, someone says, “Maybe we should sue.” The suggestion usually comes after months of frustration. A customer has stopped paying. A partner walked out with the client list and half the staff. A supplier
“Price is what you pay. Value is what you get.” Warren Buffett said that. Buffett was talking about public companies, of course, but his maxim applies equally to purchases of small and closely-held business. Generally speaking, the lower the price, the better the value—if a buyer does their diligence, and assuming no fraud. At its
Buying a Business in the U.S., Part 1: How to Find Them Welcome to the first installment in a series on buying a business in the U.S. This post explains how to find business purchase opportunities, for anyone interested in owning a small or closely-held business. In future posts, I’ll cover how small businesses are
Choosing a state of formation for doing business in the U.S. We work with many international companies and entrepreneurs doing business in the United States. For anyone entering the U.S. market, choosing a state of formation is a threshold decision— one that carries significant legal and tax implications. And while a handful of states are
Spain Legal Fees, Court Costs, and Litigation Budgets: A 2026 Guide for Foreign Companies Foreign companies entering Spain usually ask first what a Spanish lawyer charges. That is the wrong starting point. The better question is what the matter will cost from start to finish. A Spain-related project can involve attorney fees, notary and Commercial
