Business Transactions

In most planned business sales and purchases, the parties will often engage in a due diligence process where the prospective buyer requests and the prospective seller provides certain records relating to the operation of the business.  These records may include items like customer lists, financial spreadsheets and corporate meeting minutes and other records relating to corporate governance.  Eddins • Domine commonly helps prospective business purchasers request documents critical to determining the strength of a business and ensuring its future success post-closing. In situations where we represent prospective business sellers, we assist our clients in compiling and providing this information for review, subject of course to strong confidentiality and non-solicit requirements.

The key to any successful business transaction whether you’re a business seller or a business buyer is a well-prepared and comprehensive stock purchase agreement.  This agreement lays the foundation for a successful business ahead for the buyer and insures that the seller receives the benefit of its bargain.  Our goal in every business transaction is to eliminate surprises for our clients and insure that our clients are well-informed about the risks and benefits inherent in the applicable agreements.  If you’re a seller you want payment when and as agreed whether payment is made at closing or through some sort of seller-financed or earnout mechanism.  If you’re a buyer, you want to uncover potential problems and hidden liabilities of the business before you buy.  We assist our clients in making sure these goals are achieved, and we help them to understand the agreements they sign before they obligate themselves.

The key to any successful business transaction whether you’re a seller or buyer of business assets is a well-prepared and comprehensive assets purchase agreement. This agreement lays the foundation for a successful business ahead for the seller and insures that both parties to the transaction avoid surprises. Our goal in every business transaction is to eliminate surprises for our clients and insure that our clients are well-informed about the risks and benefit inherent in the applicable agreements. If you’re a seller you want payment when and as agreed whether payment is made at closing or through some sort of seller-financed or earnout mechanism. If you’re a buyer, you want to uncover potential problems and hidden liabilities of the business before you buy. We assist our clients in making sure these goals are achieved, and we help them to understand the agreement they sign before they obligate themselves.

Our lawyers have a great deal of experience in various forms of business combination.  Whether you are looking to merge two existing businesses into one or acquire the assets or ownership interests in an existing business, we can help you with getting answers to important questions and with knowing what questions to ask.  We can also make sure the appropriate documentation is in place.  Give us a call to learn what we can do to assist you with your next business deal.

In any joint venture arrangement, like any business partnership, business owners should insist on a written agreement detailing each parties’ respective rights and obligations.  A written agreement can help you set expectancies early on and prevent future misunderstandings that might result in a legal dispute.  Give us a call to see how we can assist you with your next joint venture agreement.

Outside of payroll, lease payments are quite often a business owner’s most significant regular expense.  A poor lease can spell disaster for a business owner as well as a property owner.  Whichever side of the fence you find yourself on, our Firm can assist you with reaching lease terms that are fair for both parties and help you to apportion responsibilities between landlord and tenant in a way that makes sense. We can also assist you in the preparation and review of sometimes critical lease components such as option and personal guaranty provisions.

One of the Firm's primary areas of focus in its business practice has been in the areas of non-compete and non-solicit agreements.  Our Firm has drafted a wide variety of these agreements. We also have a great deal of experience in dealing with non-compete and non-solicit agreements in the courtroom.  Sometimes, we find ourselves representing corporate employers seeking to enforce such agreements. On other occasions, we have defend employees and subsequent employers accused of violating such agreements.  While disfavored under the law, non-compete and non-solicit agreements are enforced if reasonable in light of the time period, geographical area and substantive reach of the restrictions they seek to impose.  What constitutes a reasonable restriction depends on the particular facts of each case.  Other factors, including whether an employer has upheld its bargain with its prior employee, often come into play in a Court's decision to uphold, limit or strike down non-compete agreements.  What's absolutely clear, however, is that such agreements are enforced to the extent that they do not unreasonably burden an employee and are tailored to protect only the legitimate interests of a business.  Non-compete and non-solicit agreements are vital tools in protecting important business assets.  Furthermore, they may place substantial restrictions on an employee's freedom to engage in certain work following a resignation or termination from employment.

Protecting the confidentiality of information that gives your business its competitive edge in the marketplace can mean the difference between long-term success and failure.  Our clients work hard to build that value in their businesses, and they rely on us to prepare agreements that help them safeguard important business information.  Over the years, Eddins • Domine has negotiated and prepared confidentiality agreements to help protect our clients’ business systems and processes, the identity of key vendors and suppliers and the make-up of our clients’ customer bases.  Strong contractual confidentiality provisions are especially critical in agreements with your employees and independent contractors, or when you are shopping your business to prospective purchasers or your ideas to prospective business partners, investors or manufacturers. The Firm often couples such agreements with non-solicit and liquidated damages provisions, which give these agreements teeth and encourage your vendors, suppliers, prospective purchasers and others with a need to know certain sensitive and important information about your business to think twice before using such information to achieve an unfair advantage over you in business.

Over the years, the Firm has assisted its business clients with their intellectual property needs. In addition to strong contractual provisions insuring confidentiality of sensitive information, Eddins • Domine has, when appropriate, encouraged its clients to obtain trademark and service mark protection and walked them through both the state and federal registration processes.  Registration of common marks used in the promotion of your business’ goods and services can serve as a valuable tool in protecting these important assets.  In particular, registration serves as presumptive proof of your business’s use of its marks in commerce and entitles successful litigants to a more threatening and comprehensive array of damages – including attorney’s fees.  Ultimately, registration increases the chances of a positive outcome when you encounter infringement of your marks in the marketplace. Finally, the Firm frequently assists clients with registration of their creative works in the U.S. Copyright Office.  Again, registration can make fighting infringement or threatened infringement much more worthwhile.  Without it, a claimant is left with the sometimes difficult if not impossible tasks of both proving authorship and proving actual damages.  Registration is very important, and can be obtained cost-effectively.

In today’s marketplace, employers have increasingly employed contractors to accomplish important tasks and provide vital support for their business.  Under state and federal law what constitutes an independent contractor varies on a case-by-case basis, and the question is a very fact-sensitive one.  At Eddins • Domine we can assist you in preparing and negotiating agreements that protect you whether you’re a business seeking to engage a contractor or a contractor seeking engagement.  We have a great deal of experience in drafting comprehensive agreements across a number of industries – including in sales, healthcare and the technology industries to name a few.  Contact us today to see how we can help.