Corporate Transactions
Defining our Clients' Future
The corporate attorneys at Segal Duffek Moen represent businesses of varying sizes and growth stages. From “mom and pop” start-ups, to multi-million dollar enterprises with a nationwide footprint, our team has been a commanding presence in our clients’ foundation, growth and succession.
So, what makes us different from the thousands of other attorneys working in these fields? To some extent, it’s our experience and skill set; but, more often it’s the client experience. Relying on core values as a means to work with a client, to understand his, her and its needs and desires, prior to engaging in an activity, is our differentiator. We are not just building a contract or negotiating the sale or purchase of a business, we are helping define our client’s future, be part of their next steps, and concentrating on those aspects drives us to provide an a-typical, highly personal and caring client experience. We care about all facets of the people and companies we represent, understanding that a particular situation is just one piece of a client’s universe. We take the time to understand our clients on a macro level, which allows us to succeed when working on each micro transaction.
Whether you are buying or selling a business, setting up operations, negotiating with vendors, landlords or clients, complying with government regulations, dealing with regulators, or even working through a dispute, our attorneys provide consultation and guidance, transactional representation and, if necessary, prosecution or protection as required.
Letters of Intent (LOIs)
LOIs are used to outline the terms of a proposed transaction, be it the sale/purchase of a business or a parcel of commercial Real Estate. LOIs are NOT binding and do not generally cover every term and condition of the transaction; however, in general, the more complete the LOI, easier it will be to complete the transaction document(s). Most LOIs have an exclusivity period, during which the Seller will not pursue other buyers and the parties work toward finalizing a Purchase Agreement.
Due Diligence
Once a Purchase Agreement is signed, the due diligence process begins, during which the Seller provides information about the business to the Buyer and the Buyer conducts its review of the information.
Representations, Warranties and Covenants
Representations and warranties concern statements and guaranties regarding the business and business assets at and before the date of closing. Covenants concern promises a party makes to the other to do something in the future, including promises to indemnify for contract breaches. Seller’s representation and warranties are far more exhaustive than the Buyer’s and involve guaranties of the condition of the business and business assets.
