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BUSINESS AND CORPORATE LAW

 

At Yepremyan Law Firm you will receive a large law firm experience and expertise with the individualized attention and pricing of a boutique law firm.We represent a diverse business and corporate clientele, assisting business owners and entrepreneurs, startups and established businesses, small local businesses and large multinational corporations.  We provide a wide range of services and handle all business transactions encountered in every business life-cycle.  Our law firm negotiates, drafts, reviews, revises various business contracts, and advises clients every step of the way, as they build and grow their businesses.

 

Our legal services include:

Business Startup Services
Starting a business requires thorough planning. Our firm assists business owners in the formation of legally sound business entities and help entrepreneurs devise business strategies that help them achieve their goals.  We advise on the business startup and formation process including issues related to selection of entity type and jurisdiction, as well as formalities and compliance.

 

C-corporation formation

  • S-corporation formation

  • Limited liability company (LLC) formation

  • Partnership formation (including LLP)

  • Stock Purchases

  • Asset Purchases

  • Joint Ventures

 

Preparation and Review of Business Contracts
 

Our firm consults with business owners to draft, review, and negotiate contracts related to various business activities, including, but not limited to:

 

  • Shareholder Agreements

  • Bylaws and Operating Agreements

  • Joint Venture Agreements

  • Distribution Agreements

  • Partnership Agreements

  • Power of Attorney

  • Non Disclosure Agreements

  • Licensing Agreements

  • Service Agreements

  • Buy-Sell Agreements, etc.

 

We also work with our clients to identify, explain, and provide solutions to the risks and potential liabilities arising in connection with various business contracts and transactions.

 

Buying and Selling Businesses


Purchase or sale of a business is a complicated process for which experienced legal counsel is essential.  When representing clients in such transactions, we start the process by learning as much as possible about their objectives in the transaction in order to advise them on a comprehensive set of issues ranging from business matters and financial risks to legal hurdles.  Our goal is to anticipate challenges to proactively solve problems, from negotiations and due diligence phase to final closing.

 

There are two primary methods of transferring ownership of a business, either by sale of the businesses assets or by the transfer of ownership of the entity itself.

 

Asset Purchase Agreements (APA)


This is a form of a business sale where instead of purchasing the stock of the company, the buyer purchases specific assets of the company and assumes specific liabilities.  There are a number of issues that can arise in such transactions such as inventory, accounts receivable and payable, condition of assets, and lease of premises that must be addressed in the agreement.

 

Our firm can guide business owners in the multi-stage process of buying or selling a business including:

 

 

  • Advising on the structure of the transaction

  • Negotiation of terms and drafting of the deal memorandum

  • Advising sellers on legal strategies to address issues raised during the due diligence process

  • Advising buyers on conducting legal due diligence

  • Drafting, reviewing and negotiating the extensive documentation involved in a business transaction, such as asset purchase agreements, stock purchase agreements and security agreements

 

Non-competition provisions


Purchasers will often require a provision in the Agreement which prohibits the sellers from competing with the business after the sale.   The duration and geographic limitation of such provisions are negotiated by the parties.  Courts will require such provisions to be reasonable so to not impinge on the other party's right to earn a living.

 

In addition to negotiating, drafting and reviewing business sale offer letters and agreements, we advise and assist business owners and investors in a wide range of issues including:

 

Advising on practical business and financing issues related to the transaction

 

  • Assisting with the selection of the right business entity, such as partnership, Limited Liability Company, S-Corporation or                     C-Corporation to secure the most desirable tax benefits and liability protection

  • Advising on discovering and managing liens and other corporate liability issues

  • Advising on the laws of local jurisdictions affecting the business as well as any applicable licenses and permits required for                 legal operation of the business

 

Other important matters to consider include assignment of the business trade name, transfer of customer lists, training of new owners and staff, and introduction of new owners to important business contacts.

 

Given the complexity and scale of the issues involved in the sale of a business, it’s critical for both purchasers and sellers to retain an attorney with knowledge and expertise in such matters to guide them through the process and safeguard their interests.

 

 

 

 

 

 

 

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