Business Purchases, Sales, and Franchising
The Team at Dom Law has guided countless small business owners through successful business purchases and asset purchases, including the following:
- Conducting due diligence for the intended business purchase.
- Performing necessary legal and tax research necessary to mitigate unintended consequences flowing from the purchase.
- Negotiating the material terms of the business purchase, which might include preparation of a notice of intent or term sheet, and nondisclosure and confidentiality agreements.
- Drafting and Preparing the asset purchase agreement for the purchase, including necessary disclosure schedules, certificates, and affidavits.
- Serving as escrow and closing agent for the business purchase.
- Working with commercial lenders and investors financing the business purchase, including SBA loans for working capital and the purchase itself.
Mergers and Acquisitions
Generally speaking, mergers and acquisitions are more complicated than just a business purchase or business sale, consisting of multi-layered and leveled deals which can include the following types of M&A transactions:
- Private Mergers;
- Stock or Equity Acquisitions;
- Asset Acquisitions; and
- Management Acquisitions.
Dom Law has worked with small business owners as both franchisees and franchisors. For a franchisee, this includes the following:
- Researching possible franchises for purchase.
- Reviewing the Franchise Disclosure Document, or (“FDD”).
- Reviewing and negotiating the Franchise Agreement.
- Working with and representing the franchisee during site acquisition and build out.
- Providing continuing legal counsel to the franchisee to ensure they receive ongoing training and sales support and other rights afforded to them under the Franchise Agreement.
Dom Law is also experienced in working with successful small business owners seeking to transition their business towards a franchised operation. This includes the following:
- Drafting and Preparing the Franchise Disclosure Document, Franchise Agreement, and ancillary documents necessary for a Franchise Offering, including the Operations Manual.
- Researching and Advising franchisors through compliance with each state’s disclosure requirements and those disclosure requirements mandated by the Federal Trade Commission under the Franchise Rule.
- Registering the necessary trademarks and copyrights necessary for a successful franchise offering.
- Representing the franchisor in potential franchise sales, including documenting exchanges of Item 23 Receipts.
- Ensuring maximum protection of the franchisor’s intellectual property with a trade secret protection program that protects the franchisor’s “secret sauce.”
The Team at Dom Law has guided countless small business owners through successful business sales, including the following:
- Conducting due diligence for the intended business sale.
- Performing necessary legal and tax research necessary to mitigate unintended consequences flowing from the sale.
- Negotiating the material terms of the business sale, which might include preparation of a letter of intent or term sheet, and nondisclosure and confidentiality agreements.
- Drafting and preparing or reviewing an asset purchase agreement for the purchase of the business assets,, including necessary disclosure schedules, certificates, and affidavits.
- Serving as escrow and closing agent for the business sale.
- Working with the purchaser’s legal team and bankers to maximize the value and protections realized by our clients.
- Structuring legacy acquisitions and sales of family businesses and closely held corporations.