600 E. Carmel Drive, Suite 112, Carmel, Indiana 46032

Attorney for Business Sale & Acquisition Transactions:

  • 2021. – – Buyer’s Attorney.  Redemption of co-owner of a regional marketing and public relations firm.  Tax planning.  SBA financing.
  • 2021. – – Seller’s Attorney.  Asset sale of multi-unit franchised restaurant group.
  • 2021. – – Seller’s Attorney.  Pandemic-affected Asset Purchase Agreement for a manufacturers’ representative/agency business.
  • 2021. – – Seller’s Attorney.  Asset Purchase Agreement for an apparel and promotional products business.
  • 2020-2021. – – Buyer’s Attorney.  Acquisition of real estate brokerage businesses.  Multi-state and multi-entity transaction.  Asset Purchase Agreement and Stock Purchase Agreement and Personal Goodwill Purchase Agreement. Tax planning.  Buy-Sell Agreement among buying entities’ owners.
  • 2020. – – Seller’s Attorney.  Asset sale of a dental practice and associated real estate.
  • 2020. – – Restructuring and early payoff of the seller-financing promissory note for a previously completed asset acquisition of an Indiana-based manufacturing and branded-product business.  Tax planning.
  • 2020. – – Seller’s Attorney.  Asset Purchase Agreement for a retail plant/nursery business.  Seller financing.
  • 2019. – – Seller’s Attorney.  Asset sale of operating autobody shop and long-term lease of associated real estate.
  • 2019 – – Buyer’s Attorney.  Asset purchase of an orthodontist practice with two locations. Arrangements to see patients prior to the closing.  Assistance in transitioning Dolphin and Ortho Trac management/enterprise software agreements.
  • 2018-2019 – – Buyer’s Attorney.  Stock Purchase of a retail pharmacy.  Significant tax planning, including potential Section 336(e) election (to treat the purchase, for tax purposes only, as a purchase of assets, rather than a purchase of stock).  Negotiated hybrid indemnification provisions.  Medicare reimbursement planning regarding deal structure.  SBA acquisition and working capital credit facility.
  • 2019 – – Seller’s Attorney.  Asset sale of a franchised restaurant and the sale of the restaurant real estate as well
  • 2019 – – Buyer’s Attorney.  Redemption of co-owner in a vegetable farming business.
  • 2018-2019 – – Buyer’s Attorney.  Asset Purchase of metals-tube bending-tool & die business.  Transitional Services Agreement to accommodate the re-location of the business to a different city.  Bank financing.  Buy-Sell Agreement for the buyer’s group.
  • 2018-2019 – – Buyer’s Attorney.  Asset Purchase of commercial landscaping and tree service business.  Structured the acquisition through two newly-formed purchasing entities. Bank financing and seller financing.  Complex transitional provisions.  Key-man life insurance.
  • 2018 – – Buyer’s Attorney.  Asset Purchase of a business office furniture liquidation services company.  SBA financing and subordinated seller financing.
  • 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.
  • 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.
  • 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.
  • 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).

Attorney for Financing & Development & Real Estate Transactions

  • 2021. – – Attorney for the major restructuring of a multiple entity family real estate business, including extensive tax planning.
  • 2021-2022. – – Seller’s Attorney.  Sale of farmland involving subdivided parcels.
  • 2021. – – Seller’s Attorney.  Sale, to a developer, of land and building in downtown Indianapolis that seller formerly used in a business that had been sold (and the real estate was not included in the business sale).
  • 2019 – – Counsel for the acquisition and financing of a commercial retail center with existing tenants.  Assistance with property management agreement.  Tax planning for new ownership entity.
  • 2019 – – Represented seller of two separate commercial real estate parcels.  Both parcels with long-term leases that were put in place when the owners sold a service business that used the parcels.  Tax planning for Section 1031 tax-free exchange.
  • 2018 – – Tax counsel and general document counsel for a 7-figure refinance for a production business

Attorney for 501(c)(3) Not-for Profit Organization

  • 2016 – 2022 – – 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, and Podcast production.
  • 2021. – – Converted a long-standing for-profit entity into a 501(c)(3) not-for-profit
  • 2021. – – Attorney for the formation of (and continuing counsel to) a 501(c)(3) not-for-profit organization to improve the health of expectant mothers and their babies (pre and post-natal)
  • 2020. – – Converted a 501(c)(3) not-for-profit from a “public charity” status to a “private operating foundation
  • 2020. – – Attorney for the formation of (and continuing counsel to) a 501(c)(3) not-for-profit organization to foster and deliver random acts of kindness with the goal of introducing people to Christianity.

Attorney for Emerging/Entrepreneurial Businesses

  • 2020. – – Attorney for the restructuring of an emerging orthopedics product development and marketing company, including the redemption of one owner and the admission of a new owner.  Completely restated the operating agreement of this limited liability company.
  • 2020 – 2021. – – Attorney for the formation of many new businesses, including an electrical and solar energy service business (veteran-owned), a healthcare real estate fulfillment services company (disabled veteran-owned), autobody collision repair business, interior design services business, apartment management business, automobile procurement services business, and real estate ownership and operations business.
  • 2019 – – Transitioned real estate leasing business from individual to LLC status.  Transitioned vehicle leasing business from individual ownership to LLC ownership.
  • 2019 – – Shareholder Agreement for two co-founders of a new restaurant business, including dealing with a loan from one of the co-founders to the S corporation
  • 2019 – – Evaluation and advice as to potential service business franchise opportunity, including review of the FDD and questions to ask the franchisor
  • 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.

Attorney for Miscellaneous Business Matters

  • 2021 – 2022. – – Attorney for a manufacturer’s representative agency in renegotiating an exclusive arrangement with a major medical device company, including the addition of significant new territory and the consolidation of multiple prior agreements into one central master agreement.
  • 2020 – 2021. – – Business attorney for one of the spouses/owners in a divorce involving a business that was built by both spouses.
  • 2019 – 2022. – – Handling multiple business matters for a large landscaping business, including non-solicitation agreements, limited liability company formation to provide housing to employees, and a revamping of the customer service contracts.
  • 2021. – – Prepared Buy-Sell Agreement for a well-established family retail business.
  • 2021. – – Attorney for the sales representative agency in negotiating a settlement of a broker agreement dispute between a sales representative agency and a food manufacturer.
  • 2020. – – Attorney for the restructuring of the ownership of a family farming business.
  • 2019 – – Prepared Buy-Sell Agreement and a Shareholder Agreement for three owners of a newly-acquired business, including dealing with the employment arrangements for each of the three owners
  • 2019 – – Prepared Master Professional Services Agreement for an IT service/consulting business
  • 2019 – – Prepared Master Professional Services Agreement for a software development company
  • 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.
  • 2018 – – Dissolution of a long-term investment limited liability company which completed a Brazil (South America) farmland investment.

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