Mergers and Acquisitions
Our firm represents clients in the acquisition and sale of businesses. We also advise clients that are purchasing or selling a line of business, equipment, receivables, or other assets.
Our representation encompasses every aspect of the deal. We often begin by drafting and negotiating confidentiality agreements between our client and the potential buyers or sellers. We then advise on the structure of the transaction, negotiate the Letter of Intent, perform the necessary due diligence, draft and negotiate the purchase agreement and closing documents, and close the transaction. We also draft and negotiate any other agreements pertaining to post-closing operations, including employment/independent contractor agreements, escrow agreements, and Earn-Out Agreements.
Organization
We have extensive experience forming and organizing limited liability companies, corporations, and partnerships. We walk the client through the process of starting the company and we draft all appropriate documentation. We also draft and negotiate operating agreements and partnership agreements for newly formed businesses and joint ventures.
Governance
Our firm regularly advises clients on a wide array of legal issues that arise in the management of their businesses. We help our clients navigate ownership transfers, corporate restructuring, succession planning, liquidation and dissolution, and the handling of problematic owners and officers. We are well versed in Ohio and Delaware corporate law, and in applicable federal laws. Finally, we draft and negotiate agreements and documents important to ongoing business operations, including shareholder agreements, buy-sell agreements, and corporate resolutions.
Commercial Lending
We represent businesses and lenders in all types of financing, including commercial loans and mezzanine financing.
Commercial Contracts
We regularly draft and negotiate a wide array of commercial contracts, including employment agreements, supply agreements, licensing agreements, sales representative agreements, and management agreements.