Navigating the Term Sheet in your Business Asset Purchase

When buying or selling a business, the parties often use a term sheet to memorialize the basic terms of the planned transaction. Term sheets are also called “letters of intent” or “memorandum of understanding”, sometimes they use abbreviations, like LOI or MOU. Term sheets are good to get clarity on certain terms and knowing early … Read More

LLC Maintenance Tasks

Keeping your LLC in Tip Top Shape

If you conduct your business through a New York Limited Liability Company, you want to make sure that you keep up with all ongoing maintenance obligations so that you do not run into problems later, such as being accused of mismanagement or someone trying to make you personally liable for LLC obligations. Failing to make … Read More

If I own 50% of a NY Company what are my Rights?

I am picturing a client walking into an initial consultation asking this question considering some perceived wrongdoing by the respective other 50% shareholder of the corporation or member of the limited liability company.  Of course, I would investigate the specific facts underlying the client’s concerns, but in general, what are your rights when you own … Read More

When is a Breach of Contract Material and why does it matter?

A and B enter into a contract. B breaches the contract. A can cancel the contract if B committed a material breach. In other words, only a material breach allows the non-breaching party to cancel the contract. This is an unwritten rule under New York law contained in every contract, unless your contract specifically provides … Read More

asset purchase agreement

The Basics of an Asset Purchase Agreement

Most buyers and sellers of a small business will encounter an asset purchase agreement as part of the transfer of the business from the seller to the purchaser.  While we do not recommend drafting and negotiating an asset purchase agreement without the help of an attorney, you, as the seller or purchaser of the business, … Read More

Shares were never issued, Can you still be an Owner?

If a small business corporation never issued shares to you, can you still be an owner/shareholder of that corporation?  Yes, you can still be a shareholder of that corporation, if you have good other evidence that shows that you became a shareholder at one point, but it will be more difficult to prove in court. … Read More