Business Transactions

Formation of Entities: Wilson Law Firm has formed hundreds of entities including For-Profit Corporations, Professional Corporations, S-Corporations, Non-Profit Corporations, Limited Liability Companies (LLC’s), Professional Limited Liability Companies (PLLC’s), Partnerships, Limited Partnerships and any other type of Arizona entity including the unique Corporation Sole and other specialty type entities. We also qualify foreign (out of state) Corporations, LLC’s or other entities to do business in Arizona and serve as Statutory Agent for Corporations and LLC’s (both domestic and foreign entities). In addition to the formation of the entities, we also prepare all of the other organizational documents that are essential to establishing a new business entity including Minutes of Shareholders and Directors Meetings, Bylaws, Stock Certificates, Shareholder Agreements, Operating Agreements, Buy-Sell Agreements, and similar documents, as applicable.

Purchase and Sale of Businesses: Wilson Law Firm has assisted our clients with the purchase and sale of over 200 businesses including the transfer of partial interests in the business, establishing certain restrictions on the transfer of ownership interests in business entities and transactions involving the sale or acquisition of the entire business most often utilizing an Asset Purchase Agreement or alternatively, a Stock Purchase Agreement. We also prepare all of the related documents necessary to properly complete such transactions and we advise our clients regarding all facets of the transaction including the due diligence required to identify, evaluate and properly address the applicable risks and contingent liabilities involved, any regulatory compliance required and all other applicable issues.

We insure that those risks involved in the transaction which our clients have potential liability are risks that have been identified and knowingly assumed by our client rather than having liability for such risk but unaware of its existence. Typically there are certain risks involved in the transaction that the client is willing or may be required to assume. However, having knowledge of such risk is critical and such risk can be calculated into the purchase or sales price or otherwise addressed in the transaction. For example, if the seller is going to have contingent liability under a real estate lease for a period of time after the closing, that issue can be addressed in several ways. One option is for the purchase and sale documents to include a provision that the landlord/lessor must also notify the seller in the event of any default under the lease. Perhaps the seller can limit the contingent liability to a period of time that is less than the remaining term of the lease. Likewise, if there are any options to extend the lease term, the seller could provide that any contingent liability terminates at the end of the initial lease term in the event the buyer elects to exercise an option to extend the lease.

This is just one simple example of why it is imperative to be represented by experienced legal counsel in connection with the purchase or sale of any business or interest therein. The legal fees incurred in connection with such transaction are typically a fraction of the purchase or sale price and the amount of potential loss or other liability a seller or purchaser can incur if the transaction is not properly structured and documented.

Business Agreements: Wilson Law Firm provides the firm’s business clients with sound legal advice and virtually any type of business contracts or other documents needed in connection with their business operations. Such documents can include, for example, any of the business agreements and other documents set forth below:

• Stock Purchase Agreements
• Buy-Sell Agreements
• Asset Purchase Agreements
• Employment Agreements (which can include a Covenant Not to Compete or other Restrictive Covenants)
• Stock Pledge Agreements
• Assignments
• Construction Agreements
• Promissory Notes
• Personal Guaranty
• Opinion Letters-Financing/Purchase and Sale of Business
• Responses to Audit Inquiry Letters
• Subordination Agreement
• Security Agreement
• UCC Financing Statements
• Trade Name, Trademark and Copyrights Applications
• Limited Partnership Agreements
• Confidentiality Agreement
• Bill of Sale
• Revolving Credit Agreement
• Debentures
• Application for State and Federal Tax ID Numbers
• Software Licensing Agreements