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Business Law

Our firm counsels and represents companies and entrepreneurs providing a broad range of business-related services. 
 
Business Startup Services
Starting a business requires thorough planning. Our firm assists business owners in the formation of legally sound business entities and helps entrepreneurs devise business strategies that help them achieve their goals.  We advise on the business startup and formation process including issues related to selection of entity type and jurisdiction. 
 
  • C-Corporation Formation
  • S-Corporation Formation
  • Limited Liability Company (LLC) Formation
  • Partnership Formation (including LLP)
  • Stock Purchases
  • Asset Purchases
  • Joint Ventures
 
We also consult with business owners and draft shareholder agreements or partnership agreements as part of the entity formation process.
 
 
Buying and Selling Businesses
Our firm can guide business owners in the multi-stage process of buying or selling a business including:
  • Advising on the structure of the transaction
  • Negotiation of terms and drafting of the deal memorandum
  • Advising sellers on legal strategies to address issues raised during the due-diligence process
  • Advising buyers on conducting legal due diligence
  • Drafting, reviewing and negotiating the extensive documentation involved in a business transaction, such as asset purchase agreements, stock purchase agreements and security agreements
 
Preparation and Review of Business Contracts
Our firm consults with business owners to draft, review, and negotiate contracts related to various business activities including:
  • Buy-Sell Agreements
  • Lease Agreements
  • Service Contracts
  • Releases and Waivers
  • Property Agreements
  • Shareholder Agreements
  • Operating Agreements

 

Purchase and Sale of a Business

 

Purchase or sale of a business is a complicated process for which experienced legal counsel is essential.  When representing clients in such transactions, we start the process by learning as much as possible about their objectives in the transaction in order to advise them on a comprehensive set of issues ranging from business matters and financial risks to legal hurdles.  Our goal is to anticipate challenges to proactively solve problems, from negotiations and due-diligence phase to final closing.

There are two primary methods of transferring ownership of a business, either by sale of the business assets or by the transfer of ownership of the entity itself:

Asset Purchase Agreements (APA)

This is a form of a business sale where instead of purchasing the corporate stock of the company, the buyer purchases specific assets of the company and assumes specific liabilities.  There are a number of considerations involved in such transactions such as inventory, accounts receivable and payable, condition of assets and lease agreements that must be addressed in the agreement. 

Share Sale Agreements
In a share sale of a business, the purchaser is buying the shares from the shareholders of the company.   Purchasers generally prefer not to buy shares in order to minimize both tax and legal liability issues.

Non-Competition Provisions
Purchasers will often require a provision in the Agreement that prohibits the sellers from competing with the business after the sale.   The duration and geographic limitation of such provisions are negotiated by the parties.  Courts will require such provisions to be reasonable.

In addition to negotiating, drafting and reviewing business sale offer letters and agreements, we advise and assist business owners and investors in a wide range of issues including:

  • Advising on practical business and financing issues related to the transaction
  • Assisting with the selection of the right business entity, such as partnership, Limited Liability Company, S-Corporation or  C-Corporation to secure the most desirable tax benefits and liability protection
  • Advising on employment matters attendant to business transactions
  • Negotiating terms and structure of earn-outs as part of compensation for sellers
  • Advising on the laws of local jurisdictions affecting the business as well as any applicable licenses and permits required for legal operation of the business


Other important matters to consider include assignment of the business trade name, transfer of customer lists, training of new owners and staff and introduction of new owners to important business contacts. 

Given the complexity and scale of the issues involved in the sale of a business, it’s critical for both purchasers and sellers to retain an attorney with knowledge and expertise in such matters to guide them through the process and safeguard their interests.
 


Frank M. Greenfield & Associates, P.C., has offices in Chicago and Northbrook and assists clients with Business Law, Estate Planning and Real Estate throughout Chicago and the Greater Metropolitan Chicago Area including Skokie, Buffalo Grove, Lake Forest, Palos Heights, Arlington Heights, Wheaton and Elmhurst.



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5 Revere Drive, 200, Northbrook, IL 60062
| Phone: 312.372.6543 | 312.372.6543

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