Attorney for Business Sale & Acquisition Transactions:
2023 – – Seller’s Attorney. Sale of Ford dealership and related parts distribution business.
2023 – – Buyer’s Attorney. Stock purchase of an industrial coatings service business via a redemption agreement.
2023 – – Seller’s Attorney. Asset sale of a franchised private educational daycare business. Long-term real estate/facility lease.
2022 – – Seller’s Attorney. Asset sale of an educational certification and credentialing business (including transcripts and diplomas) to a public company buyer.
2022 – – Buyer’s Attorney. Asset purchase of two separate tax compliance-focused accounting services firms. SBA financing.
2022 – – Seller’s Attorney. Asset sale of a 5-store franchised restaurant business, which was completed by entering into a detailed purchase option agreement with the franchisor that purchased one of the stores and assigned the right to purchase the remaining 4-stores to 3 different buyers. Also handled sale of administrative office building.
2022 – – Seller’s Attorney. Asset sale of a franchised private educational daycare business and sale of related real estate/facility.
2022 – – Seller’s Attorney. Asset sale of CPA-licensed, tax compliance-focused accounting services firm.
2022 – – Seller’s Attorney. Asset sale of a property management services firm. Worked closely with Seller’s business broker.
2022 – – Seller’s Attorney. Asset sale of a 2-store franchised restaurant business, which was completed by entering into a detailed purchase option agreement with the franchisor that assigned the right to purchase the stores to two different buyers.
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.
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.
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.
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.
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.
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.
Attorney for Miscellaneous Business Matters
2022 – – Counsel as to LLC (treated as a partnership for tax purposes) regarding the grant of “Profits Interest” member/ownership units to on-boarding employee.
2022 – – Counsel as to the formation of a joint venture between a real estate broker-related entity and a builder/developer.
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. Also counseled as to the admission of a new owner to the representative agency.
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.
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