Copyright Cooper Law LLC 2017 – All Rights Reserved
Cooper Law LLC
Problem:  A businessperson wants to purchase or sell a business.
Solution:  If the businessperson has already negotiated terms for the transaction, Cooper Law may draft a Letter of Intent (or other preliminary agreement).  There could be several purposes for doing this including:  (i) obtaining a written binding commitment from the other party to move forward in good-faith to definitive documentation of all of the terms in the Letter of Intent, (ii) obtaining the other party’s confidentiality commitment, and (iii) obtaining the other party’s agreement not to shop around for other terms either for a set period of time or for as long as negotiations are moving forward towards final documentation. Cooper Law also provides advice to buyers and sellers on the basic conflict between the buyer’s interest in acquiring the assets of the company free of any associated liabilities, and the seller’s interest in selling the stock of the company with all associated liabilities. Sometimes the parties want to begin with the definitive documents (or will do so after execution of a Letter of Intent).  Cooper Law LLC would help a client (i) to understand alternative structures for a transaction to buy or sell a business (or a set of assets), (ii) to complete effective due diligence in order to understand and know more about the business they are buying or about the buyer with whom the seller is negotiating, and (iii) to negotiate and draft appropriate sale or acquisition agreements and other documentation.  This might included negotiating and drafting notes reflecting promises to pay a portion of the purchase price over time, an escrow agreement with respect to the holding in escrow of some portion of the purchase price in the event that the business does not perform as expected, or a security agreement and financing statement under the Uniform Commercial Code creating some security in the event that payment is not made in full
Copyright Copper Law LLC 2017 All Rights Reserved
Cooper Law LLC
Problem:  A businessperson wants to purchase or sell a business.
Solution:  If the businessperson has already negotiated terms for the transaction, Cooper Law may draft a Letter of Intent (or other preliminary agreement).  There could be several purposes for doing this including:  (i) obtaining a written binding commitment from the other party to move forward in good-faith to definitive documentation of all of the terms in the Letter of Intent, (ii) obtaining the other party’s confidentiality commitment, and (iii) obtaining the other party’s agreement not to shop around for other terms either for a set period of time or for as long as negotiations are moving forward towards final documentation. Cooper Law also provides advice to buyers and sellers on the basic conflict between the buyer’s interest in acquiring the assets of the company free of any associated liabilities, and the seller’s interest in selling the stock of the company with all associated liabilities. Sometimes the parties want to begin with the definitive documents (or will do so after execution of a Letter of Intent).  Cooper Law LLC would help a client (i) to understand alternative structures for a transaction to buy or sell a business (or a set of assets), (ii) to complete effective due diligence in order to understand and know more about the business they are buying or about the buyer with whom the seller is negotiating, and (iii) to negotiate and draft appropriate sale or acquisition agreements and other documentation.  This might included negotiating and drafting notes reflecting promises to pay a portion of the purchase price over time, an escrow agreement with respect to the holding in escrow of some portion of the purchase price in the event that the business does not perform as expected, or a security agreement and financing statement under the Uniform Commercial Code creating some security in the event that payment is not made in full