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Business Purchase and Sale

Buying or selling a business can be tricky. Buyers and sellers usually agree on the purchase price, and not much else. Without delineating the contours of what’s included in the agreement, it becomes the lawyer’s task to clarify to both parties the details of what the business (or assets) include.

A detailed, comprehensive purchase-sale agreement is crucial to avoid future disputes. The agreement should address things like escrows, account receivables, liabilities, pending claims, potential claims, accounts payable, brand names, trademarks, patents, copyrights, licenses, warranties, insurance, client’s lists, directories, phone numbers, fax numbers, websites, email accounts, and employees’ contracts, among others.

At the end of the day, purchase and sale of a business is mostly a matter of contract law and it is important to have a lawyer who understands contract law, and the potential consequences of a poorly written agreement: lawsuits.

Our experience in litigation and business transactions puts us in a great position to help you in the purchase or sale of your business.

Shareholder and Operating Agreements

Shareholder agreements are agreements between all or some of the shareholders in a corporation. It regulates the relationship between the shareholders, the management of the company, the ownership of the shares or stocks and protects the shareholders. They also govern the way in which the company is run.

Operating Agreements are virtually the same thing but for limited liabilities companies. More often than not businesses start with ideas, passion, work, capital, teams, sales and plans, but the agreement regulating the relationship of the owners of the business if left for last—if at all. It is important that you hire a knowledgeable business attorney that writes a good, comprehensive agreement for your business.

At Ayala, we have many years of experience working with owners of businesses. We teach and guide owners through the process and help them understand that, to have a regulating agreement is not a sign of distrust between the partners, but of maturity. A good shareholder agreement will give the business stability in the future and avoid disputes.

Commercial Lease Drafting or Review

Commercial leases can be structured in many different ways. Many times, commercial landlords are not very flexible to alter their pre-written leases. When this happens, it is important that you understand the contents of your lease, the type of lease, and what kind of impact it will have in your business.

It is also important that you have a knowledgeable business attorney that can negotiate with landlord’s counsel the terms of the lease without risking obtaining that commercial real estate you desperately want, and that took you so long to find. Whether it is a gross lease, full service lease, net lease, or triple net, we can help you structure the lease that best suits your type of business and maneuver intelligently landlords’ sometimes unreasonable requirements.

Contract Drafting

Contracts are legally enforceable agreements between two or more parties. They can be express, when they clearly describe the terms, or implied, when the terms are inferred based on the circumstances.

More often than not, relationships in business are born when the parties are getting along incredibly well, and rarely think of the need for a well written, detailed contract.

At Ayala, we have helped many of small and medium businesses in drafting contracts to adequately protect them when their business relationships go south. Our experience in contract litigation also gives us a unique insight into contract drafting that pure transactional firms may not be able to provide you.

Asset Protection and Restructuring

If you are a small business owner, that came from humble beginnings, but now enjoys substantial amounts of assets, it is important that you protect these hard-earned assets from unscrupulous creditors. With prosperity come other problems, and sometimes assets become a magnet for lawsuits.

It is important to have a good plan to protect yours or your family’s assets. The plan should be established before there is a lawsuit or a creditor trying to go after them. The law makes it harder to protect your assets by current creditors, or once lawsuits have been filed.

The legal systems give you numerous resources to legally protect your hard-earned assets. Sometimes things as simple as a general liability policy can protect a particular asset. Other methods include asset protection trusts, off shores, retirement plans, or insurance policies.

Customer and Business Screening

In today’s globalized, digital world it is important not only that your business complies with laws and regulations, but that those that do business with you also do. At the top of the compliance list, especially if you have a large cash flow, is compliance with Money Laundering laws.

The U.S. passed legislation like the Money Laundering Control Act of 1986 or the Patriot Act of 2011 (after 9/11 attacks) that require strong, comprehensive record keeping requirements for certain businesses. Without you knowing you may be doing business with an entity who also without knowledge donated money to a blacklisted entity. That alone could potentially stain the reputation of your business.

At Ayala, we are members of ACAMS, the Association of Certified Anti-Money laundering specialist. We have the expertise to help you screen your business and clients so you are not blindsided. We have access to the largest data bases like Lexis Due Diligence or Thomson Reuters’ World Check, used by the largest banks in the world to screen its customers.

Trademark Filing

A Trademark is a symbol, word or words that have a particular recognizable design that is unique to your business. In order to protect your trademark from being used by others, you can file for a trademark with the United States Patent and Trademark Office. Two basic requirements are needed for your filing to be accepted: (1) it must be in use in commerce, and (2) it must be distinctive. In other words, it cannot be too similar to other marks in the market. If approved, it will protect your mark against potential unauthorized use. At Ayala we can help you register your mark so your business’ intellectual property is secured from unauthorized users.

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