Attorney for Business Sale & Acquisition Transactions:
2018 – – Seller’s attorney. Asset sale of a broad-scoped printing, graphics and mailing business. Special attention to pre-Closing structural reorganization of Seller corporate group. Negotiated indemnity provisions. SBA 7(a) financing requirements. Tax planning for Seller’s owners. (7-figure transaction)
2018 – – Buyer’s attorney. Purchase of LLC Member Interests of a real estate ownership / serviced office space business. Special attention to detailed terms of a non-compete agreement. Bank financing. (7-figure transaction)
2018 – – Seller’s attorney. Sale of the stock of a service practice licensed through the Indiana Professional Licensing Agency. Significant non-compete carve-outs. “Close the books” method of allocating taxable income of an S corporation between the buyer and seller to account for a mid-year closing. Working capital adjustment to the purchase price (5-figure transaction)
2017-2018 – – Buyer’s attorney. Educational certification and credentialing business (services and tangible products). Involved significant non-compete planning and the use of “rollover business startup” (called “ROBS”) financing to access IRA funds for the payment of part of the purchase price (simultaneous with the use of SBA financing). (7-figure transaction)
2017 – – Buyer’s attorney. Operating auto body shop (and real estate purchase). Indiana sales tax and seller retirement plan issues. Significant due diligence. (7-figure transaction)
2017-2018 – – Seller’s attorney. Indiana manufacturing and branded product line business. In-depth structuring and tax planning to protect seller as to a significant seller-financing component. Extensive structuring to protect patents to be sold. Tax planning with respect to key-man life insurance obtained for seller-financing collateral. (7-figure transaction)
2017 – – Buyer’s attorney. Operating horse stable and operating entity. Major lease agreement. Liability release forms. (7-figure transaction)
2017 – – Seller’s attorney. Franchised deli-sandwich/fast-food restaurant. Specific advice as to Indiana state unemployment tax points (and negotiations regarding the seller’s experience account balances and experience ratings). (6-figure transaction)
2017 – – Seller’s attorney. Product-line niche market business sold to a public grocery chain. Significant tax planning. Intellectual property component. (7-figure transaction)
2017 – – Buyer’s attorney. Acquisition of print media business. Issues related to seller financing and due diligence as to seller’s difficult financial circumstances. (6-figure transaction)
2016 – – Seller’s attorney. Indiana service business sold to a public company, coupled with long-term leases of related buildings that were excluded from the sale transaction. Extensive negotiation of indemnifications provisions. Phase 2 environmental assessment required. Exacting detail to satisfy public company due diligence regime and overall deal documentation requirements. (8-figure transaction)
2016 – – Buyer’s & Seller’s attorney (by consent) in a tax-free (Type A) merger of two Indiana marketing and public relations firms and a comprehensive Buy-Sell Agreement among the owners of the merged company. (7-figure transaction)
2016 – – Buyer’s attorney. Acquisition of an unincorporated division of a manufacturing corporation. (6-figure transaction)
2015 – 2016 – – Buyer’s attorney. Acquisition of print media business (purchase price paid in stock; taxable transaction) and Employment & Non-Compete Agreement with the seller and a shareholder buy-sell agreement. (6-figure transaction)
Attorney for Financing & Development Transactions
2018 – – Tax counsel and general document counsel for a 7-figure refinance for a production business
2017 – – Tax counsel and local Indiana counsel for a $20,000,000+ refinance for a real estate development and operations business
Attorney for 501(c)(3) Not-for Profit Organization
2016 – 2018 – – Attorney and extensive business consulting for the formation and growth of a 501(c)(3) not-for-profit Christian ministry, including book publishing project, public relations campaign, theological/outreach positioning, donation solicitation planning.
Attorney for Emerging/Entrepreneurial Businesses
2018 – – Business formation counsel for a residential buy-design-renovate-resell business. LLC that elected S corporation status for tax purposes. Transferred real estate into the new LLC. Planning for capital funding from the owner to be primarily through loans instead of equity capital contributions.
2016 – 2017 – – Counsel to an owner group that is restructuring an emerging technology company, including tax aspects and the launch of a new product.
2017 – – Counsel as to the expansion of a grain/row-crop based farming business into vegetable farming.
2016 – – Counsel as to investment in emerging medical service and real estate project-oriented business.
2015 – – Designed tax-effective equity compensation program for an emerging, vertically-integrated farming and marketing company (using safe harbors provided for in IRS rulings).
Attorney for Miscellaneous Business Matters
2018 – – Planning to optimize the “pass-thru” 20% deduction for privately-held businesses (in the new tax reform act), with emphasis on working with the wage-based limitation formula.
2017-2018 – – Dissolution of a long-term investment limited liability company which completed a Brazil (South America) farmland investment.
2017 – – Counsel to a sales employee at a financially distressed distributor business, including work-out of non-compete, final order fulfillments, and bonus compensation payment and other issues with the distressed employer. Also assisted with the negotiation of the transition to a new employer.
2016 – – Long-term master lease (for lessor) of geo-technical drilling equipment to be used by multiple lessees on a shared basis.
2017 – – Non-Circumvent & Confidentiality Agreement with a new marketing partner.
2016 – 2017 – – Tax planning for Indiana-based professional athlete, particularly as to signing bonus and state income tax burdens.
2016 – – Professional Services Agreement for a computer software/Internet applications development company, with particular attention to the ability of the developer to retain rights to re-use development tools and segmented blocks of intellectual property.
2016 – 2017 – – Bonus Compensation Plan for sales employees at apparel design and production company.