Vince is an award-winning business lawyer, problem solver and dealmaker. His clients run the gamut from individual investors and entrepreneurs to widely held domestic and international corporations. Based in Portland, Oregon, he is Managing Partner of Harris Sliwoski and Editor of the Canna Law Blog and the Psychedelics Law Blog.
Due diligence is the part of an acquisition where a buyer gets to look under the hood of a seller business. In this exercise, the buyer figures out—or tries to figure out—whether the business on offer is the business it would own after closing. Diligence can extend over a period of weeks or months, and
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’
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
“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
International companies and U.S. state registration requirements We regularly help foreign-based businesses access U.S. customers by establishing a local presence. At the state level, the first step is choosing a state of incorporation, or registration. See Doing Business in the U.S.: Choosing a State of Formation. The state of formation is the primary jurisdiction where
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
Attorney-Client Privilege in Cross-Border M&A: How Privilege Gets Lost During the Deal Last week we wrote about how attorney-client privilege can be lost in domestic M&A when brokers, consultants, and other non-legal advisors are pulled into legal communications. See Attorney-Client Privilege in M&A: How Brokers and Other Advisors Can Create Serious Risk. Cross-border deals contain
Attorney-Client Privilege in M&A: How Brokers and Other Advisors Can Create Serious Risk Today let’s talk about the attorney-client privilege, how important that safeguard is in M&A transactions, and how not to mess it up. Specifically, let’s discuss this scintillating topic in the context of working with brokers and other non-legal advisors over the course
Legal advice versus business advice People hire lawyers to give them legal advice. Sometimes, people also hire lawyers to give them business advice. This may introduce thorny considerations because lawyers generally should not give business advice (more on that below). However, sometimes they can, and do (more on that too). As a business lawyer who
