Asset Acquisition and Sales

Represented a buyer of a closely held medical practice in the transfer of the practice using an asset acquisition model.

Advised on the purchase of the ongoing medical practice and prepared the transaction documents to reflect certain buyer preferences, which included an asset purchase agreement with a comprehensive set of protections for the buyer, a reasonable non-compete, a consulting agreement to assist in the transition, and a lease with an option to purchase the real estate.  A challenge from this particular transaction was addressing the accounts receivables, which were excluded from the purchase price. This required addressing the collection efforts available and permissible by and among the prior owner, a sole proprietorship, and a buyer, formed as a limited liability company.

Represented seller in the transfer of certain rights in an insurance brokerage using an asset acquisition model.

Advised on the sale of a company supplying certain insurance and securities products and amended the transaction documents to reflect certain seller preferences, which included payment preferences and protections, and termination of certain seller obligations, including a lease and debt.   A challenge from this particular transaction was the circumstances of the transfer: the seller was deceased, so his heirs completed the same, including a wind-down of the entity at issue.

Represented Indianapolis manufacturer in sale of business to Japanese multinational. 

This project required extensive involvement with environmental concerns and compliance with ISO 9000 manufacturing standards. 

Stock Acquisition and Sales

Represented a buyer in the acquisition of a competitor using a stock acquisition model.

Advised on the purchase of a company supplying certain communications equipment and installations and prepared and/or amended the transaction documents to reflect certain buyer preferences, which included a stock purchase agreement with comprehensive set of protections for the buyer, including certain specific representations and warranties related to the taxation of an s-corporation, a reasonable non-compete, transition period, protection against potential spouse claims, employment agreements for key employees, and a multi-year lease.  A challenge from this particular transaction was the negotiation of the price and balance of potential tax liabilities that were anticipated from the method of payment, which included some cash, installment payments and borrowing by the buyer.

Represented seller in stock sale of trucking company.

This project required compliance and maintenance of existing DOT and other licenses, as well as negotiations and agreements with an employee’s union.

Represented seller in the transfer of a software and application design company using a stock acquisition model.

Advised on the sale of a company supplying certain software products and development and IT technical support, and prepared and/or amended the transaction documents to reflect certain seller preferences, which included payment preferences and protections, a limited non-compete attributable to anticipated ongoing employment of the sellers, the ancillary transfer documents and company records, and a payment guarantee.   A challenge from this particular transaction was the carve-out of certain assets and revenue from the transferred entity.

Company Formation or Transitions

Represented an owner of an insurance agency in transitioning from a sole proprietorship to a corporation.

Prepared the necessary asset transfer documents, and formed a new corporation through the preparation of its articles and bylaws and documented the initial organizational meeting. 

Represented the owner of a medical services company in forming a new limited liability company.

Prepared an operating agreement for a single member limited liability company to reflect certain operational goals and controls. 

Represented the members of an aerial photography in adopting a new operating agreement for their limited liability company.

Prepared an operating agreement to reflect certain management, dispute resolution, anti-dilution and minority-right preferences, organizational goals and member voting and conduct restrictions. 

Represented a group of buyers who formed multiple entities to acquire a restaurant and related real estate.

Prepared the corporation and limited liability company organizational documents, including bylaws, operating agreement and conducted initial organizational meetings, and advised buyers as to fiduciary and corporate governance standards related to mixed ownership and entity operating model.  

Litigation and Dispute Resolution

Represented a company where employee was accidentally overpaid and brought claims on behalf of the company to recover the improperly paid amounts when the employee refused to voluntarily return the funds.

Represented an estate in successful defense of multimillion-dollar tax assessment by the Internal Revenue Service.

Represented a company in collecting an unpaid balance due pursuant to a contract to design and manufacture industrial equipment and brought claims on behalf of the company to recover the unpaid balance.

Represented a company in collecting an unpaid balance due pursuant to a contract to supply certain consulting services and brought claims on behalf of the company to recover the unpaid balance.

Represented a member of a multi-member limited liability company in a dispute between the members wherein the members could not reconcile operational or accounting practices, defended the client from the claims raised by another member, and negotiated wind-down of the business.

 

Represented a seller, who self-financed a sale of certain business interests and sought and obtained a judgment for the deficiency, and pursued such claims in a commercial and personal bankruptcy proceeding and therein preserved certain judgment-creditor rights against the judgment-debtor.