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TromboneAl 10-30-2005 08:35 AM

Lawyer Recommendation Please
Well, I have someone who wants to buy my company! So now I need a lawyer to write up the purchase contract.

I see no reason to use a local attorney (thoughts on that?).

Can one or more of you recommend an attorney that you've used and you trust? I'm looking for a straightforward agreement, and I'd like someone who will be good at anticipating potential problems, and writing an agreement that will avoid them. I'd also like a good value.

You can pm me the names, or post them here. Thanks!!

Nords 10-30-2005 09:01 AM

Re: Lawyer Recommendation Please
Congratulations, Al!

They're probably impressed by the recent improvements you made to your tech support?

Clearly they're not doing their due diligence or they would have identified themselves to this board...

TromboneAl 10-31-2005 11:13 AM

Re: Lawyer Recommendation Please
Hey, I thought I'd get a bunch of recommendations. I'm depending on you guys -- anybody?

Can anyone think of a good reason, besides lack of "face time," not to use a long-distance lawyer?


cute fuzzy bunny 10-31-2005 12:00 PM

Re: Lawyer Recommendation Please
Shouldnt you just make some smooching sounds and then call out "Here martha martha martha..." in a soothing sing-song voice?

Look at how she did it to me with the "anyone got a recipe for gumbo?" post? ;)

Martha 10-31-2005 12:25 PM

Re: Lawyer Recommendation Please
Hey Al, I think you at least need a lawyer who is licensed to practice in your state. It is California isn't it? I don't have any names for you. If you don't have any luck here, get a referral for a business lawyer that does deals. Accountants and other business people can be a good source of referrals. A mid size firm probably makes the most economic sense yet with the greatest likelihood of having the required breadth of experience.

You are absolutely right that you don't need anyone close by, but you should get some kind of recommendation.

And then look them up and read about them on http://www.martindale.com/xp/Martindale/home.xml

TromboneAl 10-31-2005 01:07 PM

Re: Lawyer Recommendation Please
Thanks, Martha. Yes, California.

Martha 10-31-2005 03:38 PM

Re: Lawyer Recommendation Please
Al, if the dead silence continues, when I am back at work tomorrow I'll ask around.

TromboneAl 11-01-2005 08:18 AM

Re: Lawyer Recommendation Please
You mean when you come in off the ice flows. Thanks!

TromboneAl 11-09-2005 03:58 PM

Re: Lawyer Recommendation Please
My accountant has recommended a tax accountant who has a lot of experience with this to set up this agreement. IOW, he's not a lawyer. Any problem with that?

Martha 11-09-2005 05:19 PM

Re: Lawyer Recommendation Please
Will he be aware of all the things that can lead to potential liability? I would use a lawyer or at least have a lawyer look at the draft. The accountant is practicing law without a license if he drafts a purchase agreement. There are plenty of transactional lawyers out there, you have got to be able to find one.

TargaDave 11-10-2005 02:59 AM

Re: Lawyer Recommendation Please

For what it's worth I use an in-state but out of town law firm that was experienced with VC backed businesses. Attorney groups in my town only dealt with mom and pop businesses. I just kept talking to local business people I trusted till I found the right person. Price went from $190/hr to $300/hr but had to be done. I try not to bother him too frequently :) We also use an accounting group to do full audits which investors (and potential buyers) demand, but they never set up agreements. They would simply provide guidance to our attorney on tax and accounting issues (revenue recognition, latest statements, etc). Are the tax returns for your business reviewed or audited? Is the buyer requesting it? Are they requesting you stay on for post sale support?

If you have a straight forward sale (cash deal with no employees, no earn-outs or other existing customer-vendor-license-etc agreements the buyer would have to deal with) then the agreement should be straight forward as well but I would think you still have things like Reps & Warranties, Imdemnification and all those other boiler plate legal items that need to be in it. As Martha stated you definitely need a decent business attorney just to understand (and limit) your liabilities. Good luck and congrats on finding a buyer. Wish I was that lucky.

[Just curious how the price compares to the revenue you are currently generating? I recall you saying that you would have needed to put money into upgrades to keep it going, thus the reason for selling]

Martha 11-10-2005 08:33 AM

Re: Lawyer Recommendation Please
Al, check your PM

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