Protecting Shareholder Assets: Leveraging the Corporate Minute Book
January 18th, 2024
This article explains the essential role of the corporate minute book in safeguarding corporate shareholders from personal liability. The contents of a corporate minute book serve as a powerful tool that establishes and reinforces the crucial separat…
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Categories: Corporate Governance
Avoiding Effective Date Confusion
October 4th, 2023
Imagine that… Three years from now you want to terminate a contract for your business. The termination clause is clear — written notice must be given to the other party at least 30 days before the third anniversary of the Effective Date. You…
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Categories: Business Contracts
A ROADMAP FOR SMALL BUSINESS ASSET PURCHASE AGREEMENTS
May 24th, 2021
Asset purchase and sale transactions may be complicated, with hundreds of pages of contracts, schedules, exhibits, and appendices. Or transactions may be relatively short, with just a few key documents. Either way, each acquisition is unique and vari…
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Categories: Acquisitions
RED FLAGS IN ACQUISITION TRANSACTIONS
April 16th, 2021
Generally, small business acquisition transactions can be separated into two buckets: Bucket One. From start to finish, the transaction stays the course. There are some hiccups along the way but the parties (including the attorneys – gasp!) all…
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Categories: Acquisitions
Common Acquisition Contracts
March 12th, 2021
Small business owners are often surprised at the number of contracts necessary to close a business acquisition. While each transaction is unique, here are some of the common legal documents negotiated: Nondisclosure Agreement (NDA): A mutual NDA allo…
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Categories: Acquisitions
Contract Risk Allocation
August 8th, 2019
There is an extensive body of law that describes the types and amounts of damages available if either party breaches a contract. Yet most contracts include terms that allocate more risks to one party, and less risk to the other party. Generally, ther…
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Categories: Business Contracts
Components of a Contract
June 26th, 2019
Contracts are easier to understand if broken down into parts. Unfortunately, those parts (and the labels to identify them) vary greatly from contract to contract. Generally though, business contracts are organized like this: 1. The Beginning of the C…
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Categories: Business Contracts
Nondisclosure Agreements
May 23rd, 2019
The most common type of business-to-business contract is the Nondisclosure Agreement (NDA). Why are NDAs important? NDAs permit a company to disclose valuable information to another company, while protecting the confidentiality of that information. T…
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Categories: Business Contracts
What are Reps and Warranties?
March 4th, 2019
Representations and warranties (sometimes called “Reps and Warranties”) appear in many types of agreements. Although similar, representations and warranties have important differences. Representations are statements of present or past facts, whil…
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Categories: Business Contracts
I thought you said…The Importance of Merger Clauses
February 11th, 2019
Imagine this scenario: The President of Company X is negotiating with the President of Company Y to acquire certain assets for $100,000. Negotiations have stalled but both parties want to close the transaction. So President Y tells President X on the…
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Categories: Business Contracts
Meet Our Attorney
As a North County San Diego native with a passion for social impact, I am dedicated to supporting businesses in their growth, with a particular focus on California benefit cor… Read More
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