Vince Sliwoski

文斯是一位屡获殊荣的商业律师、问题解决者和交易撮合者。他的客户涵盖从个人投资者和企业家到广泛持股的国内外企业。他常驻俄勒冈州波特兰市,担任Harris Sliwoski 事务所的管理合伙人Harris Sliwoski 《Canna Law Blog 》Canna Law Blog 《Psychedelics Law Blog》的编辑。

Surreal scene of faceless figures at a table signing a Letter of Intent, surrounded by melting clocks, scales, charts, and large pens—a symbolic depiction of buying a business in the U.S.—with a contract on a pedestal in the background.

Buying a Business in the U.S., Part 4: Letters of Intent (LOIs)

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’

Two people in trench coats and hats exchange documents labeled “NDA” and “Data Room” in an office filled with files, a briefcase, a magnifying glass, and a checklist on the wall.

Buying a Business in the U.S., Part 3: Nondisclosure Agreements

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

A man sits at a desk reviewing papers, with a calculator, coffee mug, and business valuation folder, in an office overlooking a sunny street with shops.

Buying a Business in the U.S., Part 2: How to Price Them

“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

A woman at a desk reviews logistics on a laptop, with a U.S. map, business photos, graphs, and a van, suggesting business planning and distribution analysis.

Buying a Business in the U.S., Part 1: How to Find Them

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

Stylized map of the United States showing lines from a globe to several states, each marked with icons representing documents and a user profile, highlighting the State Registration process.

International Companies and U.S. State Registration Requirements

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

Two businesspeople stand before a colorful U.S. map with highlighted states, a shipping container ship, an open book, a globe, and a city skyline—symbolizing company formation and nationwide business opportunities.

Doing Business in the U.S.: Choosing a State of Formation

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

戴着手套的手握着一个密封的信封,信封上标有“机密:跨境并购交易”字样,并用铁链和挂锁锁住;背景中可见各国国旗和文件。

跨境并购中的律师-客户保密特权:交易过程中特权如何丧失

跨境并购中的律师-客户保密特权:交易过程中如何丧失该特权 上周,我们探讨了在国内并购中,当经纪人、顾问及其他非法律顾问被卷入法律沟通时,律师-客户保密特权可能如何丧失。参见《并购中的律师-客户保密特权:经纪人及其他顾问如何造成严重风险》。跨境交易中包含

左侧为天平、法槌和机密文件;右侧为标有“经纪人”和“顾问”字样的商界人士,配有并购图标;中央为“律师-客户保密特权”字样。

并购中的律师-客户特权:经纪人及其他顾问如何制造重大风险

并购中的律师-客户保密特权:经纪人及其他顾问如何引发重大风险 今天,让我们来谈谈律师-客户保密特权,探讨这一保障措施在并购交易中的重要性,以及如何避免触犯相关规定。具体而言,我们将结合与经纪人及其他非法律顾问在整个交易过程中合作的情境,来探讨这个引人入胜的话题。

法律建议或商业建议

法律建议还是商业建议?

法律建议与商业建议人们聘请律师是为了获得法律建议。有时,人们也会聘请律师提供商业建议。这可能引发棘手的考量,因为律师通常不应提供商业建议(下文将详述)。然而,某些情况下他们确实可以且确实会提供(下文也将阐述)。作为一名商业律师——