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Acquisitions of Partnerships and LLCs
Acquisition Structure Decision Tree
Choice of Entity and Acquisition Structure Decision Tree
Choice of Entity How to Choose What Entity or Acquisition to Use
This outline discusses certain relevant federal income and Texas state tax considerations relating to the selection of an entity for engaging in business or investment.
Choice of Entity How to Choose What Entity or Acquisition to Use
This outline discusses certain relevant federal income and Texas state tax considerations relating to the selection of an entity for engaging in business or investment.
Acquisitions of Professional Firms
Physicians, lawyers, accountants, architects, veterinarians, real estate agents and other professionals licensed to provide services within their profession often form entities to own and operate their professional practices. The Texas Business Organizations Code (the “TBOC”), Tex. Bus. Orgs. Code Ann. § 1.001 et seq. (West 2012), the Texas statute governs the formation and management of business entities in Texas, recognizes and specifically addresses several types of entities used for professional practices including general partnerships (TBOC Title 4), limited liability partnerships (TBOC Sections 152.801 - 152.805), professional associations (TBOC Title 7 generally and TBOC Chapter 302 specifically), professional corporations (TBOC Title 7 generally and TBOC Chapter 303 specifically) and professional limited liability companies (TBOC Title 7 generally and TBOC Chapter 304 specifically). When a professional or group of professionals desire to sell his, her or their practice, the sale may be structured as sale of the assets of the business or a sale of the stock or ownership interests in the business entity. In many respects the purchase and sale of a professional firm is the same as the purchase and sale of any business. The steps of the transaction will be similar and familiar for a lawyer experienced in handling acquisition transactions of other types of business: a) preparation and negotiation of a letter of intent or term sheet; b) preparation and negotiation of the purchase agreement; c) assistance with the due diligence review; and d) preparation and negotiation of closing documents. However, there are a few notable differences involved when the target business is professional firm that deserve special consideration. This paper will focus on some of those differences and considerations.
Acquisition of Accounting Firms
M&A Transactions: How to Negotiate Key Provisions in a Private Company Acquisition Agreement
Ethical Issues Associated with Law Firm Acquisitions and Movement of Lawyers: How to Resolve the Ethical Issues Between Confidentiality and Conflict of Interest Rules
Law firm acquisitions and matters related to the movement of lawyers from one law firm to another law firm generate difficult ethical issues on which all parties to the movement of lawyers between firms must pay attention. The purpose of this article is to assist Texas lawyers in the identification and resolution of the potential dilemma between the ethical rules related to confidential information and the ethical rules related to the avoidance of conflicts of interest.
Acquisition Structure Decision Tree
Buying or selling a closely held business, including the purchase of a division or a subsidiary, can be structured as (i) a statutory combination such as a statutory merger or share exchange, (ii) a negotiated purchase of outstanding stock from existing shareholders or (iii) a purchase of assets from the business. The transaction typically revolves around an agreement between the buyer and the selling entity, and sometimes its owners, setting forth the terms of the deal.
M&A After the Tax Reform Act: Acquisition Structure Decision Tree
What to Do When Someone Wants to Buy the Business
Imagine that your long-time client calls you and gives you a piece of exciting news – he has decided to sell his business, and has an interested buyer. You have watched the business grow, through the years assisting with capital raising, contract drafting, and litigation. Although the business’s cash flow has provided much over the years – it has put food on your client’s table, sent his children through college, and provided employment for a number of people – most of the earnings of the business have been plowed right back into it, fueling growth in the good times and keeping heads above water in the tough times. Now the time has come for your client to monetize the value of his life’s work. He, and perhaps you, have visions of drawing up a simple agreement, receiving a handsome check, and riding off into the sunset. The reality is that a long and potentially hazardous journey is just beginning. What do you do now?