These are uncertain times and COVID 19 has impacted all deal sectors. The buying and selling of development land has not been spared from this uncertainty.  Land development transactions often take years to close. Due diligence in these deals is centered around environmental testing, surveying, market analysis, and most importantly obtaining the necessary entitlements to the land from the local governing body so the land is fit for the development purposes. Given this extended time…
Application and purpose of PPP. The goal of the Payroll Protection Program (PPP) is to allow businesses and their employees to weather this storm.  The forgiveness provisions all relate to continuing employee payroll, and allowing businesses to pay rent/mortgages/utilities.  This forgiveness program is not designed to help businesses buy new equipment or pay off existing debt.  At the time of application, the applicant must certify that the business intends to use to funds to cover…
COVID-19 or the “Coronavirus” has forced all of us to act individually for the collective good but to think globally. It has forced law firms, large and small, and clients, large and small, to adapt and to plan. We are all in this fight together, and new issues will arise everyday as the repercussions continue. Our transaction team has already come across several issues including one we will discuss in depth below, force majeure clauses.…
Two common ways of pricing for construction contracts are fixed rate and costs plus. Fixed rate is a single price which incorporates all the costs (materials, labor, overhead) and profit. Costs plus has two prices: the estimate base cost (material, labor, overhead) and has the profit as a separate price and additional fee.…
Imagine — you’ve just tied the knot with your life partner, and you couldn’t be happier. As you and your spouse step on an airplane to the Bahamas, the word “prenup” is far from your mind. You are in the honey-moon phase, and the last thing you want to do is plan for the divorce you believe will never happen.  When you start a business with a trusted partner, you may be in a similar…
It is important that clients considering selling their business consider all options available.  One option is to sell the company to employees.  This can be accomplished through an employee stock ownership plan (ESOP).  An ESOP is an ownership interest in a company held by the company’s workforce. The ownership interest may be facilitated by the company as part of employees’ remuneration or incentive compensation for work performed, or the company itself may be employee owned.  If you are interested…
Joint Ventures can be a great way for a business to enter a new market or line of business.  There are quite a few items to consider.  Often the best partner for a Joint Venture is a competitor.  It will be important to define what will be shared, who will run the operations, who will own any intellectual property created, and the process to sell interests in the Joint Venture entity, among several factors. What…
Business clients sometimes ask why a Letter of Intent is necessary or advisable as part of the M&A process when most provisions are non-binding?  We understand that signing a Letter of Intent does not guarantee that a deal will close however it is an important step in the deal process. A Letter of Intent is important for several reasons:…