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How to Choose a Corporate Lawyer for Your Business Too many companies hire their first corporate lawyer the way they choose a dentist. Someone recommends a name, the first meeting goes well, and nobody asks another question until something goes wrong. Then the company discovers that its lawyer has never handled a matter like the
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’
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
