Business Transactions

Business ventures are subject to various legal rules governing how businesses are formed and how they interact with other entities. Familiarity with business transactions law is useful to entrepreneurs and business owners because business liabilities, debts, taxes, and growth influence the ultimate success or failure of a venture. However, the drafting, negotiating, and filing of proper business documentation is best delegated to an experienced business transactions attorney. These attorneys are well versed in the nuances of contracts and agreements concerning financial exchanges and will help business owners understand what is required to make a business run smoothly. In addition to handling documentation and conducting due diligence, business transaction attorneys negotiate on behalf of their clients and offer outside general counsel on important topics such as business contracts and agreements, mergers and acquisitions, business formation, and the growth of start-up and early-stage companies.

Business Transactions: Outside General Counsel 

Not all companies have the capacity to employ full-time in-house corporate counsel. The business transaction attorneys at Payne & Fears often serve as outside general counsel to companies of various sizes in several industries. As general corporate counsel, we assist companies with routine business issues, including legal, compliance, and regulatory. On behalf of our corporate clients, we negotiate, prepare, and review contracts for various purposes (e.g., technology licensing, sales and supply contracts, manufacturing, services, distribution and sales representative agreements, non-disclosure agreements, joint venture/strategic alliance agreements, executive compensation arrangements, etc.). We also regularly assist in acquiring and leasing real estate and preparing employee incentive plans. For foreign companies, we facilitate transactions regarding their U.S.-located business entities, including establishing local subsidiaries, major acquisitions, joint ventures, equity investments, and/or licensing transactions. We also counsel foreign businesses in connection with their ongoing contractual relationships with domestic customers, suppliers, and distributors.

Business Transactions: Mergers & Acquisitions 

Payne & Fears business transactions attorneys have experience handling the sale, purchase, and merger of businesses. We have worked on both sides of these transactions, representing buyers and sellers in mergers and acquisitions. Our business clients range from small privately held businesses to private equity firms and multinational corporations. For our business clients, we regularly assist in the process of preparing for an acquisition, navigating the early stages of the mergers and acquisitions process by drafting letters of intent and term sheets, as well as negotiating deal structures. We also advise on the negotiation of the purchase, sale, or merger agreement, the due diligence investigation, and the closing of the deal. While the issues raised in these transactions often are complex, we give straightforward, practical advice to minimize the risks and maximize the rewards of the transactions. 

Business Transactions: Business Formation

The formation stage involves key decisions with profound and far-reaching effects upon the health and longevity of a nascent business. Different types of business entities have different tax implications, profit-sharing regulations, and personal liability for the owners and/or founders of the new company. Making the right decision about business structure from the outset can forestall major complications later. We regularly guide clients in the business formation process as they consider how and where to form their new business entities and how to draft the associated documentation. Whether the best choice is a Limited Liability Company (LLC), Limited Partnership (LP), C-Corporation, or an S-Corporation, the business transaction attorneys at Payne & Fears are skilled in guiding clients through the business formation process.

Business Transactions: Contracts & Agreements 

Effective contracts and agreements are crucial to building and maintaining a successful and profitable business. The business transactions attorneys at Payne & Fears regularly write, review, and consult on legal contracts for clients in businesses of all sizes and across various industries. Payne & Fears emphasizes working closely with clients to understand how a particular contract or agreement is likely to facilitate the goals of their business. We help clients with drafting, preparation, interpretation, and review of contracts. We also advise on how to negotiate specific aspects of the agreements and perform due diligence. While contracts between parties often can be complex, we keep our advice practical and easy to follow and help clients reach successful transactions.

Business Transactions: Start-Ups & Early-Stage Companies 

We often represent start-up and early-stage companies and their founders during the formative stages of establishing a business. Payne & Fears attorneys advise new companies on formation, capital structure, management contracts, intellectual property agreements, and incentive plans. We also assist in helping to define the relationships between founders, managers, and investors—a critical and vital step for the future of any business.

Business Transactions: How We Can Help

The business attorneys at Payne & Fears have decades of experience guiding clients through the legal maze presented by business transactions. We handle everything from business entity formation to contract review to structuring and closing major transactions such as buying, selling, or merging businesses. We draw on years of successful experience to provide cost-effective and practical representation of domestic and foreign corporations, investors, and entrepreneurs. With clients from the technology, software, medical device, entertainment, manufacturing, and real estate industries, among others, we provide knowledgeable and practical counsel informed by decades of handling industry-specific complications.

For more information on our business transactions practice, please contact Richard K. Zepfel.