Do I Need a Lawyer to Help Buy A Business?

Do I Need a Lawyer to Help Buy A Business?

Business Sale, Contracts, Letter of Intent, Sale of Business
Months ago, I was asked by some LLC members to review and make changes to their company's operating agreement. They also told me they were "in the process" of buying an established local company from its owner and that they might want my firm's help on that "later". I did not press this last part since, as a Phoenix business lawyer, I see a lot of folks claim to be "in the process" of a lot of things. Instead, I focused on the job they had asked me to do and let them know that I would be there to assist further if they needed guidance or further representation. Sure enough, several months later, these same clients later asked me to evaluate some stock purchase documents drafted by the seller's…
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No Guarantee: Is My Spouse Liable for My Business’ Debts?

No Guarantee: Is My Spouse Liable for My Business’ Debts?

Contracts
My emerging business clients often run into issues obtaining business credit. It is not unusual for the client's prospective lender or commercial landlord to ask the client to execute a personal guaranty as a condition of moving forward on a deal. Frequently, the form of guaranty will ask for or identify business owner's (and their partners') spouses. As a Phoenix business attorney, I am frequently asked if such a guaranty is really necessary and, if so, whether such a personal guaranty is even binding against the business owner's wife or husband? In order to understand the request of the personal guaranty, it is important to understand both why the lender, landlord, etc. is asking for it in the first place and also why they are have to have your spouse…
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Making MOU’s, LOI’s, and Term Sheets Great Again

Making MOU’s, LOI’s, and Term Sheets Great Again

Commercial Leases, Contracts, Letter of Intent, Negotiation
On Friday, President Trump made some not-so-fake news by openly clashing with United States Trade Representative Robert Lighthizer in front of both China's Vice Premier Liu He and members of the gathered press in the Oval Office. The exchange was recorded on tape and can be viewed below: As Lighthizer was explaining the latest MOU (or "Memorandum of Understanding", i.e., the basic legal framework of any trade deal with China), Trump interjected, “I don’t like MOUs because they don’t mean anything. To me they don’t mean anything. I think you’re better off just going into a document. I was never … a fan of an MOU.” Lighthizer, who perhaps has been living under a rock the past two years and one month, foolishly attempted to correct POTUS, explaining that MOUs…
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Do Employees Have to Pay Back Training Costs if They Leave the Company?

Do Employees Have to Pay Back Training Costs if They Leave the Company?

Contracts, Employment Agreements
In competitive job markets like the current one, it is not unusual for employers (and firms working with them) to offer prospective workers training in specialized areas as incentive to accept employment.  For many businesses looking to develop staff in response to talent gaps, the investment in training can be significant. But what happens if the employee your company has spent weeks or months training quits or leaves to take another offer before the agreed-upon term of employment is up.  Can your company legally recover the investment in that employee from him/her? Liquidated damages provisions in Arizona employment agreements Under Arizona law anyway, where a contract (such as an employment agreement) provides for a party's remedy in the case of a breach by the other party, the provisions of the…
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There is a Legal Interest Rate in Arizona. So How Much Can Your Online Business Charge?

There is a Legal Interest Rate in Arizona. So How Much Can Your Online Business Charge?

Contracts, Negotiation
E-commerce companies often charge their customers a rate of interest on past-due account balances for purchased goods or services, usually without much thought as to its legality.  Worse yet, they simply do it because they've seen their competitors do it in their service terms.  In this post, we look at what the actual law is regarding the interest rate that can be charged by an online business here in Arizona. First, a few disclaimers:  One, I am licensed to practice law only in Arizona.  If your e-commerce  business is not based here, or your terms of service do not have Arizona law as its choice of law that will apply, then you should look to the law of your company's home state or consult a lawyer in the state which…
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