INDEMNIFICATION CLAUSES IN M&A AGREEMENTS
Mergers and acquisitions (M&A) are complex transactions that involve multiple parties, multiple assets, and complicated agreements. When one company purchases another company or two companies merge, there are expectations on the part of each party concerning the quality of assets being purchased, the success of the future company, and a myriad of...
COMMON CONTROL TERMS SOUGHT BY FINANCING PARTNERS
Every party in a lending or business agreement attempts to secure their position through the legal contract created. In many cases, there are certain control terms that are sought by financing partners in order to ensure that debts are paid and that they have security in the event that it appears a...
IMPORTANT TOPICS TO COVER IN AN OPERATING AGREEMENT
Before addressing topics to cover in an operating agreement, you might wonder why you need one in the first place. In the absence of an operating agreement, state laws governing LLCs, usually some form of the Uniform Limited Liability Company Act ("ULLCA"), will automatically apply to your company and...
INDEPENDENT CONTRACTORS VS. TRADITIONAL EMPLOYEES
During any given week in 2019, 44 million American workers, or 28.2%, were self-employed. 14% of the workers surveyed said being an independent contractor was their primary job. According to Forbes, several factors have contributed to the increase in self-employment amongst Americans, including slow growth in wages, rising housing...
WHAT ACQUISITION CRITERIA ARE AND HOW TO DEVELOP AN ACQUISITION STRATEGY
Developing acquisition criteria is essential for any business considering acquiring another company to increase shareholder value. Once a company determines that an acquisition is the most cost-effective way to increase its value, the key to developing an effective acquisition strategy is determining the acquisition criteria the company will use to evaluate target...
TRANSFER RESTRICTIONS IN LLC AND PARTNERSHIP AGREEMENTS
Business contracts are inherently complex and legally challenging, particularly contracts governing the ownership and control of a business. In no area is this more poignant than provisions governing the purchase and sale (the transfer) of business ownership interest in partnership and limited liability company agreements. Contact an experienced Newburn Law attorney today to...
WORKING CAPITAL ADJUSTMENTS IN M&A TRANSACTIONS
If you are in the middle of a merger and acquisition (M&A) transaction or you simply need a better understanding of the working capital components of your M&A agreement, consider reaching out to an experienced business attorney at Newburn Law to get answers to your working capital adjustments questions.
WHY FRANCHISE YOUR BUSINESS? (PROS AND CONS)
Franchising your business can be an attractive option for owners of existing businesses and entrepreneurs alike. When determining the best way to set up your business, it is advisable to speak with an experienced business attorney to talk through the pros and cons of franchising and determine if it is right for...
WHAT IS A WARRANTY CLAUSE?
At Newburn Law, P.C., our experienced attorneys deal in business every day, allowing us to be able to counsel our clients not only on the legal implications of their contracts but also serve as strategic business partners. When a business enters into a contract, it is sometimes making a representation that its...
WHAT IS INDEMNIFICATION? (AND WHY YOU SHOULD CARE)
Regardless of whether you operate your business as a sole practitioner or a large corporation, running a business means taking on risks. Risks can come in many forms, so it is important to work with a transactional attorney to help you identify those areas of risk and find ways to prevent or...