A company’s key contracts represent a valuable business asset. Thus, it’s crucial that the contracts remain in force as a business changes hands from the seller to the buyer when the business is sold.
Asset Sales and Equity Sales
Although deal lawyers generally describe their practice as involving “mergers and acquisitions,” the sale of a small or medium-sized business is usually structured as either an equity sale or an asset sale. In an equity sale, the buyer buys the equity from the owner(s) of the target company — stock in the case of a corporation and membership interests in the case of a limited liability company. The business is transferred to the new owners, corporate or limited liability company entity and all, and the target becomes a wholly-owned subsidiary of the buyer. There is no change in the status of the target entity itself, and its contracts, assets, and liabilities remain with the entity. (more…)
It’s official. Feedly is awesome. I’ve experimented with various RSS aggregators on occasion, but since I stumbled upon Google Reader several years ago, nothing has come along to convince me to change. It’s not that Google Reader has a great user interface or fun bells and whistles. But it does serve up content in an organized way that makes sense for me.
Then Google announced it was pulling the plug on the reader. With just a couple months to go before Google Reader’s final days, I recently decided that I’d better start looking around for a replacement. Since people have gone over to Feedly in droves, I decided to give it a try.
Although I’d downloaded the Feedly app long ago, I’d never taken the trouble to move RSS feeds to it. But to my great surprise, Feedly has rolled out the welcome mat for Google Reader users, so I was able to easily import all my feeds and keep the organization I’ve spent so much time tweaking.
Unlike Google Reader, Feedly does have a great user interface and organizes and displays content in a much more attractive format. If you haven’t tried it out, what are you waiting for?
Looking for free legal forms? Like the idea of automated forms where you answer questions and the document is customized for you? That’s the service LawHelp Interactive provides.
Here’s how the service describes itself:
LawHelp Interactive helps you fill out legal forms. Answer a series of questions and print your legal form.
The forms are free and have been created by nonprofit legal aid programs and courts. They are for use by legal aid advocates, pro bono lawyers, and people representing themselves.
LawHelp Interactive is a project of Pro Bono Net, a nonprofit that increases access to justice through technology.
It sounds like a great project. Have you used the service? What do you think?
Although deal lawyers generally describe their practice as involving “mergers and acquisitions,” the sale of a small or medium-sized business is usually structured as either an equity sale or an asset sale. In an equity sale, the purchaser buys the equity from the owner(s) of the target company — stock in the case of a corporation and membership interests in the case of a limited liability company. The business is transferred to the new owners, corporate or limited liability company entity and all, and the target becomes a wholly-owned subsidiary of the purchaser. There is no change in the status of the target entity itself, and its contracts, assets, and liabilities remain with the entity.
Virtually no one reads website terms of service, but we often have to click “I agree” in order to use a website. And courts generally enforce online terms even when website users don’t read them. I think this is a problem, and I’ve written about it in the past.
In my last two Resource of the Week posts, I highlight projects that are trying to help consumers with this issue by providing an easily accessible cheat sheet of what’s in a website’s terms of service, so we don’t have to spend our nights and weekends slogging through the legalese just to download an app from the app store.
Internet sales tax here we come. Ever wonder why you’re charged sales tax on stuff you buy from one website but not another? Ever wonder whether all websites will eventually collect sales tax on their sales? The Days of Not Collecting Internet Sales Tax Could Be Ending just might have been published especially for you.
In last week’s Resource of the Week post, I highlighted TOSSOS (Terms of Service SOS), a website that provides a summary of the website terms of many popular websites. As we all know, nobody reads online terms of service, but having a cheat sheet can at least clue us into some of important things that we’re agreeing to.
This week’s resource is trying to tackle the same problem. As TOS;DR states on its home page, “‘I have read and agree to the Terms’ is the biggest lie on the web. We aim to fix that.” The site’s approach is similar to that of TOSSOS — summarize and label TOS highlights so people know what they’re getting into, even if they don’t have time to slog through the actual terms.
If you’ve used TOS;DR, let me know what you think in the comments, shoot me an email, or ping me on Twitter @theBlog4BizLaw.
[Update 8/19/2012: After posting this piece, I read this Techcrunch article from last Monday that provides more background about the TOS;DR project.]
Keep your tax break. I took a lot of tax classes in law school. Taxes are complicated. Some businesses are coming to the same conclusion and opting out of taking tax deductions because the compliance costs are just too high, as reported in the Wall Street Journal’s article Firms Pass Up Tax Breaks, Citing Hassles, Complexity.
Summer reading list. Summer’s just about over, but it’s never too late to check out a great reading list for small businesses. Entrepreneur.com has a few suggestions in Must-Read Books to Fuel Your Summer — And Your Startup. (more…)
Do you read the terms of service for all the websites you use, or do you simply click “I agree” and go on with your business? As I discuss in this post about online terms of service, although you probably don’t read online terms, they’re usually enforced by courts. But who has time to read online terms closely enough to know what you’re agreeing to? (more…)
“Leave the gun. Take the cannoli.” Fictional mobster Peter Clemenza delivers this famous line in The Godfather after a drive into the country with the godfather’s driver Pauli. The driver betrayed his boss and Clemenza has just meted out justice.
Take the good stuff. Leave the bad stuff. That’s the main idea behind buying a business via an asset purchase.