:: CORPORATE ORGANIZATION & BUSINESS LAW MATTERS
CORPORATIONS, LIMITED LIABILITY COMPANIES, & PARTNERSHIPS »
Our experienced attorneys assist clients forming corporations, limited liability companies, and partnerships. We provide analysis and counsel on employment law matters and in the preparation of business agreements, including employment agreements, business purchases, sales and distribution agreements, and commission agreements, as well as exit strategies. We also assist in the acquisition, development, licensing, and protection of intellectual property rights.
BUYING OR SELLING A BUSINESS »
If you're buying or selling a business, the deal will almost always be structured either as an acquisition (through an asset purchase or a stock purchase) or as a merger.
ASSET PURCHASE ::
In concept, the easiest way to buy a business is to purchase a seller's assets, free and clear of any liabilities. The purchaser is not actually buying the business entity itself. Thus, an asset purchase is much like buying the seller's merchandise without buying the store.
STOCK PURCHASE ::
In simple terms, a stock purchase may require only that the selling shareholders swap their stock certificates for a check from the buyer. In contrast to an asset purchase, the buyer is actually taking over the seller's store and not just purchasing the merchandise. In essence, the buyer steps into the shoes of the selling shareholders.
A merger is a marriage of two businesses. It shares a lot of the characteristics of both an asset purchase and a stock purchase. In most cases, a "surviving" corporation will issue new stock to shareholders of a "disappearing" corporation in exchange for their stock in the disappearing corporation. The surviving corporation then takes title to all the disappearing corporation's assets, and the disappearing corporation ceases to exist.
BUSINESS SUCESSION PLANNING »
What is Succession Planning? It's what you need to do when it's time to retire and turnover the business to someone else to run. There's a lot to do. For instance, you need to:
- Find the person who'll take over the business
- Keep your clients and employees happy, and
- Take care of all the tax and legal matters connected with the transfer
This is just a partial list, and any one of these and other things can be complicated. Schey, Piller, Alspaugh, & Wong, P.C. can help you decide which strategy works for your organization.