A ROADMAP FOR SMALL BUSINESS ASSET PURCHASE AGREEMENTS

May 24th, 2021
Posted By
Shawn M. Peddycord
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… Read More
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Categories: Acquisitions

RED FLAGS IN ACQUISITION TRANSACTIONS

April 16th, 2021
Posted By
Shawn M. Peddycord
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… Read More
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Categories: Acquisitions

Common Acquisition Contracts

March 12th, 2021
Posted By
Shawn M. Peddycord
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… Read More
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Categories: Acquisitions

Contract Risk Allocation

August 8th, 2019
Posted By
Shawn M. Peddycord
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… Read More
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Categories: Business Contracts

Components of a Contract

June 26th, 2019
Posted By
Shawn M. Peddycord
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… Read More
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Categories: Business Contracts

Nondisclosure Agreements

May 23rd, 2019
Posted By
Shawn M. Peddycord
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… Read More
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Categories: Business Contracts

5 Ways to a Simpler Contract

May 6th, 2019
Contracts should be drafted clearly, not with Shakespearian flourish. Words and styles should be reasonably understood by the people signing the contracts. Contracts should be written in plain English. Instead of saying this: “Now, therefore, in co… Read More
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Categories: Business Contracts

What are Reps and Warranties?

March 4th, 2019
Posted By
Shawn M. Peddycord
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… Read More
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Categories: Business Contracts

I thought you said…The Importance of Merger Clauses

February 11th, 2019
Posted By
Shawn M. Peddycord
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… Read More
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Categories: Business Contracts

What is Indemnification?

January 17th, 2019
Posted By
Shawn M. Peddycord
Contract negotiations can be complicated, especially when they involve legal issues. One of the most frequently negotiated contract provisions is indemnification, which is found in most business-to-business contracts. Indemnification is about risk al… Read More
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Categories: Business Contracts