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Add You - The Value Of A Lawyer When Buying A Business
Branding a Small Business Without Paying A Dime s as) and/or fictitious names are valid, that the bylaws allow the business to operate and be sold in the manner that is being negotiated and that the minute books are up to date.As a young entrepreneur I was always looking for ways to brand my small companies. I didn't want to hire a firm and I was always open to learning. These are some things I've learned along the way that you might find helpful.My top 5 ways of building a brand for your small business - without paying a dime.Build a Website A website is something that almost any small business owner can build and maintain on his/her own without too much difficulty. There are a dozen or more free services out there that will not only give you free hosting but help you build a website as well.Market Your Website Using free directories and forums, begin to grow your web presence so that you start bringing visitors to your website. Also be sure to tell all of your friends, family, and clients about your new website.Create a · You may want your lawyer to verify that the wording within any contracts that the current business has with vendors and/or customers allows them to be assigned or transferred to new owners. Many contracts contain clauses that do not allow the contracts to be transferred or assigned without the consent of all parties. If there are customer or vendor contracts that have to be renegotiated, I highly recommend that you renegotiate them, not your lawyer. You are the person who will have to deal with the other party, now is the perfect time to introduce yourself. · Should your investment require a partnership agreement then your lawyer is the best person to draft it. Your lawyer will ensure that as many safeguards as possible are placed within the agreement. · When entering into the acquisition of a business it is wise to determine what happens to the ownership of the business sh On The Tip Of Your Tongue: Verbal Ergonomics A few months ago, I received an assignment from an individual who had just acquired his third business. His first business was a retail store that was quite successful. He operated it for three years and then sold it for a profit. He took the proceeds from that sale and acquired a rental business. He operated that business for a number of years and even purchased the property it was on, which included a number of other buildings that he leased out. He eventually sold that business for a profit and proceeded to invest the entire proceeds, into a plumbing contracting business. With the first two businesses that he bought and sold, he dealt with sellers and buyers who negotiated in good faith and fair intent.As a society, we invest millions into speech pathology for our nations’ young people. Speech therapists are available in every major school corporation in our country. It is clear that the verbal skills are considered a high priority for children facing speech challenges. A great deal of time is devoted to correcting or mitigating these problems but should our commitment to speech hygiene lessen as we grow older?Meaning and understanding are the foundation of communication. It is why newcomers to our country are helped and encouraged to learn the English language so that they can share in the comfort of understanding and meaning of the world around them. I emphasize these concepts because while our business community invests in safer office spaces, better work cell design, and color palettes to sooth, energize, and motivate workers, they often forget about In both cases, a common lawyer was utilized to avoid increased expenses to either party (this is something I am definitely against under any circumstances, it is penny wise and dollar foolish). After closing, in the first two cases, there were some discrepancies and disputes but they were resolved, without much effort and to both parties mutual satisfaction. The third acquisition, the plumbing contractor turned into a complete nightmare. This individual naively believed that he and the seller were using a common lawyer, but it turned out that the lawyer was representing only the seller and that meant that the buyer did not have any legal representation whatsoever. The agreements and documents were all drawn up to leverage the seller’s interests and any safeguards that are normally in a buy/sell agreement to protect the buyer were nonexistent. Every time a new discrepancy or dispute arose the buyer would say things such as; “it is not fair”, “that was not my understanding” and “that is not what the agreements say”, and I kept having to point out that it may not be fair, it may not be what you understood but it is exactly what the agreements say, and you signed them. I cannot stress the importance of good, independent legal representation when acquiring a company. Just because you may have been successful previously without legal council does not mean that you will be successful every time. An analogy would be that you have driven for twenty years without having an accident hence you may as well cancel your car insurance. Having a good lawyer is the same as having an insurance policy, you hope that you will never need to fall back on the safeguards placed in any of the agreements because of an attorney’s efforts, however you will be very thankful that they are there if you ever do need to utilize them. When choosing a lawyer, do not forget the old adage that you get what you pay for. If one lawyer charges you $100 an hour but takes 10 hours to do the same thing as a lawyer who charges $150 an hour but only takes 5 hours to do the same amount of work, which way are you better off? Lawyers are specialists, they all have their areas of expertise, do not hire a real estate lawyer to provide legal expertise on your business closing agreements and documents. After all, you wouldn’t go to a podiatrist for heart surgery, yet they are both qualified doctors! There are other advantages to using a qualified lawyer: · A lawyer can be the intermediary in a tough area of negotiation. If you have to deal directly with the seller, you may develop animosities towards one another during the acquisition stage. If you then need to contract with the seller for a period of time to transfer his inherent knowledge of the business and/or to train you in its operation the animosity developed during the negotiation stage may make an on-going relationship very strained. · Having your lawyer request the list of due diligence material required places a buffer of what might be considered pettiness. If you are comfortable with doing the due diligence on the business on your own that is quite acceptable. You may still want to have your lawyer request the information on your behalf. · It is best to have your lawyer do title searches, to confirm that there are no liens or chattels on the assets. Your lawyer can also check for outstanding lawsuits. He can also ensure that corporate, sales and withholding taxes have been paid to current dates. · The lawyer is the best individual to determine that the articles of incorporation are valid, that any dba’s (doing business as) and/or fictitious names are valid, that the bylaws allow the business to operate and be sold in the manner that is being negotiated and that the minute books are up to date. · You may want your lawyer to verify that the wording within any contracts that the current business has with vendors and/or customers allows them to be assigned or transferred to new owners. Many contracts contain clauses that do not allow the contracts to be transferred or assigned without the consent of all parties. If there are customer or vendor contracts that have to be renegotiated, I highly recommend that you renegotiate them, not your lawyer. You are the person who will have to deal with the other party, now is the perfect time to introduce yourself. · Should your investment require a partnership agreement then your lawyer is the best person to draft it. Your lawyer will ensure that as many safeguards as possible are placed within the agreement. · When entering into the acquisition of a business it is wise to determine what happens to the ownership of the business sho Managing Change acquisition, the plumbing contractor turned into a complete nightmare. This individual naively believed that he and the seller were using a common lawyer, but it turned out that the lawyer was representing only the seller and that meant that the buyer did not have any legal representation whatsoever. The agreements and documents were all drawn up to leverage the seller’s interests and any safeguards that are normally in a buy/sell agreement to protect the buyer were nonexistent. Every time a new discrepancy or dispute arose the buyer would say things such as; “it is not fair”, “that was not my understanding” and “that is not what the agreements say”, and I kept having to point out that it may not be fair, it may not be what you understood but it is exactly what the agreements say, and you signed them.All the talk today is about managing change in organizations. Leaders talk about it like it is really something one can ‘manage’. Everywhere I go I see consulting practices with change leaders and much of what comes out the other end, is only slightly better than the snake oil salesmen of time gone by. So what is up with managing change?The first thing to realize is that you cannot manage change you can only preferably lead or manage people. There is no such thing as organizational change, there is only people change. Organizations are large groups of people, yes organized in a particular way to accomplish a particular task, but they are still people. Right here is where most organizations, especially large ones, stumble when it comes to change.Imagine with me you are looking straight at an iceberg, a huge iceberg. If you could look straight at it you’d I cannot stress the importance of good, independent legal representation when acquiring a company. Just because you may have been successful previously without legal council does not mean that you will be successful every time. An analogy would be that you have driven for twenty years without having an accident hence you may as well cancel your car insurance. Having a good lawyer is the same as having an insurance policy, you hope that you will never need to fall back on the safeguards placed in any of the agreements because of an attorney’s efforts, however you will be very thankful that they are there if you ever do need to utilize them. When choosing a lawyer, do not forget the old adage that you get what you pay for. If one lawyer charges you $100 an hour but takes 10 hours to do the same thing as a lawyer who charges $150 an hour but only takes 5 hours to do the same amount of work, which way are you better off? Lawyers are specialists, they all have their areas of expertise, do not hire a real estate lawyer to provide legal expertise on your business closing agreements and documents. After all, you wouldn’t go to a podiatrist for heart surgery, yet they are both qualified doctors! There are other advantages to using a qualified lawyer: · A lawyer can be the intermediary in a tough area of negotiation. If you have to deal directly with the seller, you may develop animosities towards one another during the acquisition stage. If you then need to contract with the seller for a period of time to transfer his inherent knowledge of the business and/or to train you in its operation the animosity developed during the negotiation stage may make an on-going relationship very strained. · Having your lawyer request the list of due diligence material required places a buffer of what might be considered pettiness. If you are comfortable with doing the due diligence on the business on your own that is quite acceptable. You may still want to have your lawyer request the information on your behalf. · It is best to have your lawyer do title searches, to confirm that there are no liens or chattels on the assets. Your lawyer can also check for outstanding lawsuits. He can also ensure that corporate, sales and withholding taxes have been paid to current dates. · The lawyer is the best individual to determine that the articles of incorporation are valid, that any dba’s (doing business as) and/or fictitious names are valid, that the bylaws allow the business to operate and be sold in the manner that is being negotiated and that the minute books are up to date. · You may want your lawyer to verify that the wording within any contracts that the current business has with vendors and/or customers allows them to be assigned or transferred to new owners. Many contracts contain clauses that do not allow the contracts to be transferred or assigned without the consent of all parties. If there are customer or vendor contracts that have to be renegotiated, I highly recommend that you renegotiate them, not your lawyer. You are the person who will have to deal with the other party, now is the perfect time to introduce yourself. · Should your investment require a partnership agreement then your lawyer is the best person to draft it. Your lawyer will ensure that as many safeguards as possible are placed within the agreement. · When entering into the acquisition of a business it is wise to determine what happens to the ownership of the business sh Five Facts You Must Know When Changing Careers twenty years without having an accident hence you may as well cancel your car insurance. Having a good lawyer is the same as having an insurance policy, you hope that you will never need to fall back on the safeguards placed in any of the agreements because of an attorney’s efforts, however you will be very thankful that they are there if you ever do need to utilize them.Too often in life, we fail. We fail not because we set our goals to high and miss achieving our aspirations. Instead, we fail because we set our dreams too low and we achieve them. If we achieve what we set out to do then how is this considered to be a failure? Failure occurs when we are not fulfilling our highest aspirations. Theresa Castro, executive career coach and author of The Dark Before the Dawn: 70 Secrets to Self-discovery, provides insight on what anyone can do while they are in the midst of wanting to change careers.ADOPT THE INNONENCE OF A CHILDWe begin our lives as children with lofty goals. For example, a child might decide that they would like to grow up and become an astronaut and travel to the moon. This child doesn’t have the ability to place any limitations on themselves. They don’t think about what degree they need to possess When choosing a lawyer, do not forget the old adage that you get what you pay for. If one lawyer charges you $100 an hour but takes 10 hours to do the same thing as a lawyer who charges $150 an hour but only takes 5 hours to do the same amount of work, which way are you better off? Lawyers are specialists, they all have their areas of expertise, do not hire a real estate lawyer to provide legal expertise on your business closing agreements and documents. After all, you wouldn’t go to a podiatrist for heart surgery, yet they are both qualified doctors! There are other advantages to using a qualified lawyer: · A lawyer can be the intermediary in a tough area of negotiation. If you have to deal directly with the seller, you may develop animosities towards one another during the acquisition stage. If you then need to contract with the seller for a period of time to transfer his inherent knowledge of the business and/or to train you in its operation the animosity developed during the negotiation stage may make an on-going relationship very strained. · Having your lawyer request the list of due diligence material required places a buffer of what might be considered pettiness. If you are comfortable with doing the due diligence on the business on your own that is quite acceptable. You may still want to have your lawyer request the information on your behalf. · It is best to have your lawyer do title searches, to confirm that there are no liens or chattels on the assets. Your lawyer can also check for outstanding lawsuits. He can also ensure that corporate, sales and withholding taxes have been paid to current dates. · The lawyer is the best individual to determine that the articles of incorporation are valid, that any dba’s (doing business as) and/or fictitious names are valid, that the bylaws allow the business to operate and be sold in the manner that is being negotiated and that the minute books are up to date. · You may want your lawyer to verify that the wording within any contracts that the current business has with vendors and/or customers allows them to be assigned or transferred to new owners. Many contracts contain clauses that do not allow the contracts to be transferred or assigned without the consent of all parties. If there are customer or vendor contracts that have to be renegotiated, I highly recommend that you renegotiate them, not your lawyer. You are the person who will have to deal with the other party, now is the perfect time to introduce yourself. · Should your investment require a partnership agreement then your lawyer is the best person to draft it. Your lawyer will ensure that as many safeguards as possible are placed within the agreement. · When entering into the acquisition of a business it is wise to determine what happens to the ownership of the business sh Workin' Nine to Five to deal directly with the seller, you may develop animosities towards one another during the acquisition stage. If you then need to contract with the seller for a period of time to transfer his inherent knowledge of the business and/or to train you in its operation the animosity developed during the negotiation stage may make an on-going relationship very strained.Dolly Parton has told us all the trials and tribulations of the daily grind. Can you imagine the songs full of angst and heartache she would write about the hours most entrepreneurs and small business owners rack up?We all know that when starting any new business there is no such thing as an eight hour workday. I suspect that most small business owners and entrepreneurs are more familiar with 18 to 20 hour days. It's so exciting in the beginning of a new venture that it becomes very difficult to stop working for the day, but how long can you keep that energy?Don't feel guilty if you identify with that "honeymoon is over" fatigue of the new business cycle. It is nearly impossible to work nonstop for several months and not experience some level of burnout.It seems to me there are two ways to deal with these inevitable feelings. First, you can keep g · Having your lawyer request the list of due diligence material required places a buffer of what might be considered pettiness. If you are comfortable with doing the due diligence on the business on your own that is quite acceptable. You may still want to have your lawyer request the information on your behalf. · It is best to have your lawyer do title searches, to confirm that there are no liens or chattels on the assets. Your lawyer can also check for outstanding lawsuits. He can also ensure that corporate, sales and withholding taxes have been paid to current dates. · The lawyer is the best individual to determine that the articles of incorporation are valid, that any dba’s (doing business as) and/or fictitious names are valid, that the bylaws allow the business to operate and be sold in the manner that is being negotiated and that the minute books are up to date. · You may want your lawyer to verify that the wording within any contracts that the current business has with vendors and/or customers allows them to be assigned or transferred to new owners. Many contracts contain clauses that do not allow the contracts to be transferred or assigned without the consent of all parties. If there are customer or vendor contracts that have to be renegotiated, I highly recommend that you renegotiate them, not your lawyer. You are the person who will have to deal with the other party, now is the perfect time to introduce yourself. · Should your investment require a partnership agreement then your lawyer is the best person to draft it. Your lawyer will ensure that as many safeguards as possible are placed within the agreement. · When entering into the acquisition of a business it is wise to determine what happens to the ownership of the business sh Store Fixture Installation s as) and/or fictitious names are valid, that the bylaws allow the business to operate and be sold in the manner that is being negotiated and that the minute books are up to date.Store fixture installation is the process of setting up infrastructure in a retail or whole sale store. Stores install numerous fixtures to minimize disruptions in business operations, maximize the daily sale rate, and as a means to attract maximum customers. An important factor of any business process is the way in which the products are displayed.Every shop has fixtures, which include showcases, wall fixtures, floor fixtures, and cash-wraps. But, an apparel store requires additional fixtures such as clothing racks, counters, show cases, mannequins, counter tops, specialty racks, and other specialty fixtures. The type of hardware and fixtures needed varies from one business to the other.Standard store fixtures are made of aluminum and wood and decorated with sliding glass doors and locks for security. Stores require such type of fixtures in large number · You may want your lawyer to verify that the wording within any contracts that the current business has with vendors and/or customers allows them to be assigned or transferred to new owners. Many contracts contain clauses that do not allow the contracts to be transferred or assigned without the consent of all parties. If there are customer or vendor contracts that have to be renegotiated, I highly recommend that you renegotiate them, not your lawyer. You are the person who will have to deal with the other party, now is the perfect time to introduce yourself. · Should your investment require a partnership agreement then your lawyer is the best person to draft it. Your lawyer will ensure that as many safeguards as possible are placed within the agreement. · When entering into the acquisition of a business it is wise to determine what happens to the ownership of the business should something happen to you. In other words, it is time to update your will. If you currently reside in a different State than the State where the business is located or incorporated, it is best to consult with a lawyer who is licensed to do business in the State where the business is located. He can explain how the laws of your State may vary from the laws of the State the business is actually registered in. Corporations can be registered in one State and do business in another state. Your lawyer will verify all jurisdictional issues as part of his due diligence process on the corporate entity. To reduce legal expenses you should make a list of exactly what items that you want to discuss with your attorney before you visit him in person. Lawyers charge by the hour, the more efficient you are, the more efficient your lawyer will be, the less time you will take and hence the less money that you will spend. Read all documents sent to you by your attorney, make sure that you understand what all the documents say. Lawyers are not perfect and make mistakes as well. Make changes and corrections in batches. In other words, read all draft documents sent to you, make all the corrections that you require and make a list of items you don’t understand or feel are miss worded. Then contact your attorney to discuss the changes and corrections. Taking this route will save you time and money. Always remember that a lawyer is there to give you legal advise – not business advise. If you need business advise then contract with a business consultant.
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