This program examines the purchase and sale of a business. As the end game of any transaction is the contract, the program opens with a brief discussion on contract preparation. It then examines the four stages of the acquisition of a business: first, pre contract considerations attendant to the three types of acquisition: asset purchase, stock purchase, and merger; second, pre-acquisition-agreement documents including letters of intent, term sheets and confidentiality agreements; third, the acquisition agreement, itself, including, among others concerns, warranties and indemnities; and finally related documents and concerns including shareholder arrangements, employment contracts and opinion letters. The program also addresses two anomalous New York statutes that bear on the acquisition of a privately-held corporation or an LLC that does business in New York.
May 20, 2024
The Federal Trade Commission has issued a rule banning non-compete clauses in employment contracts. The rule is being challenged in the courts, including a law suit by the U.S. Chamber of Commerce. Further, please check the laws on non-compete provisions in those jurisdictions applicable to the employment agreement.