Haiku: Non-Competes
Non-competition / Employer: no loss, all gain / Sign the non-compete / Non-competition / Employee: fettered in chain? / Hold the non-compete / More on non-competition agreements here.
contracts
The Lighter Side of Contracts
Here are two examples of contractual provisions that just made me chuckle: The first is from an asset purchase agreement. It’s not unusual for contracts to provide that the death of a key person will be a default. But how many allow that particular default to be cured? Buyer shall be in default under the … Read more
Connery’s Concussive Contracts: Shaken, not Stirred
Looper reports that the late Sir Sean Connery — who will always be my James Bond — had an unusual clause in his movie employment contracts. According to Alan Moore, the award winning comic book writer and creator of Watchmen, V for Vendetta, Batman: The Killing Joke and The League of Extraordinary Gentlemen, among many … Read more
Sale of Entity that Received Paycheck Protection Program Funds
If you’re buying or selling an entity – or its assets – you should be aware of a new notice from the Small Business Administration (“SBA”). If the seller has received Paycheck Protection Program (“PPP”) funds, it must notify the funds lender that the seller intends to enter into a sales transaction that would constitute … Read more
Buying a Book of Business
Outside of a dog, a book is man’s best friend. Groucho Marx Your business is doing well. So well, that you’re thinking it’s time to expand. One possibility is to slowly continue to build the business by adding customers or clients one at a time. Another possibility is to quickly add new customers or clients by … Read more
Checklist of Buy/Sell Considerations
No two deals are alike. However, it’s useful to at least think about the following items when shaping and negotiating a deal. 1. Finding the buyer or seller a. Networking, professional and social b. Competitors c. Business brokers d. Investment bankers2. Useful professionals a. Lawyer b. Accountant c. Investment banker d. Tax advisor3. Before serious negotiations and discussions begin, consider a. Entering into a confidentiality … Read more
A Simple DIY Guide to Starting Up an LLC
Please note the “simple” in the title. Look, I know that you want to save money and do it yourself. But this may be penny-wise and pound-foolish; there are nuances and details you may miss. Think about engaging a lawyer. There are lots of different types of entities and lots of different states. We’re going … Read more
Is Your Operating Agreement Complete?
You and your partners are successfully running your business. After talking to your accountants and lawyers – I am always hopeful – you decided to operate your business as a limited liability company and entered into an LLC operating agreement. This operating agreement governs your relative rights and obligations. I’m fairly certain that your operating … Read more
Non-Competes: Sword and Shield
Restrictive covenants – agreements not to do certain things – are common in employment agreements. The most common: non-disclosure, non-solicitation, and non-competition. Let’s talk about non-competition agreements or non-competes. Companies often ask employees to sign non-competes. Their basic purpose is to protect the employer when (inevitably?) the employee moves on to other (greener?) pastures, by … Read more