ASSET PURCHASE AGREEMENTS: Pre-Closing Considerations in North Carolina

Depending upon the type of business assets that you want to purchase, the following are just a few of the things that a potential Buyer should consider:

  • Do you need a Nondisclosure Agreement with the Seller?
  • Is there an existing Broker/Finder Agreement that affects the transaction?
  • Have you determined all of the Related Parties on which due diligence should be performed (Seller, Stockholders/Members, Subsidiaries, or other Affiliated Entities)?
  • What is the Lien Status of the property to be conveyed?
  • Can the Seller produce a Certificate of Good Standing from the Secretary of State?
  • Are there any Third Party Consents required by Contracts with third parties that are to be assigned by Seller and assumed by Buyer?
  • Have you reviewed the Seller’s Financial Information?

If you are planning to Purchase the Assets of an existing business, these are just a few of the considerations that must be thought through and preferably verified prior to Closing on an Asset Purchase transaction in North Carolina. If you need help, call an experienced Business Attorney for advice and help. Call Wesley Jones now at 910-256-5800 for a free telephone consultation.

Wesley Jones is a Business Lawyer serving in Wilmington, North Carolina serving all of Southeastern North Carolina including New Hanover County (e.g. Wilmington, Kure Beach, Wrightsville Beach, Carolina Beach and the areas of Ogden, Masonboro, Myrtle Grove, Landfall, and Mayfair), all of Pender County (e.g. Burgaw, Surf City, Hampstead and Topsail Beach) and all of Brunswick County (e.g. Bald Head Island, Bolivia, Calabash, Leland, Shallotte, Southport, Saint James, Ocean Isle, and Oak Island).

NORTH CAROLINA NONCOMPETITION AGREEMENTS

Business Law Contract

1. Buying a New Business:

  • If you are buying a new business, either by an Asset Purchase or Stock Purchase, you should consider whether you should require the Seller and its owners and affiliates to sign a Non-Compete Agreement.
  • When you buy an existing business, part of what you are buying is the established know-how and goodwill that the Seller has accumulated through the years that makes the business successful.
  • You will be making an enormous investment into this business so you probably want to make sure the Seller, to whom you just paid a lot of money, will not set up shop right across the street in competition with you.

2. Starting a new Business or Operating an Existing Business:

  • Even if you are starting a new business or operating an existing business, you do not want Key Employees to steal your proprietary secrets and know-how that you have perfected over the years.
  • Way to often, employees will work for an employer for a number of years, acquire their customers lists, pricing guides, and other business operation methods, only to decide that they can do it better.
  • Why work for the owner when you can be the owner?  Most businesses can benefit from have Key Employees sign a Non-Compete Agreement.

The terms of a Noncompetition Agreement will vary based upon your particular situation.  However, all Noncompetition Agreements in North Carolina must be supported by adequate and New Consideration and they must be reasonable in scope as to Geographical and Time restrictions.

If you are Buying a New Business and want to protect yourself from the Seller competing directly against you and the new business OR if you have a New or Current Business where key employees have access to all of your proprietary business information, call an experienced lawyer to help you through the process.  Call Wesley Jones now at 910-256-5800 for a free telephone consultation.

Wesley Jones is a Business Law Attorney serving all of Southeastern North Carolina including New Hanover County (e.g. Wilmington, Kure Beach, Wrightsville Beach, Carolina Beach and the areas of Ogden, Masonboro, Myrtle Grove, Landfall, and Mayfair), all of Pender County (e.g. Burgaw, Surf City, Hampstead and Topsail Beach) and all of Brunswick County (e.g. Bald Head Island, Bolivia, Calabash, Leland, Shallotte, Southport, Saint James, Ocean Isle, and Oak Island).

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BUYING AND SELLING A NORTH CAROLINA BUSINESS OR BUSINESS ASSETS

Are you considering Buying or Selling a Business or Business Assets?  Where do you start?

If you are the Buyer should you buy the entire business (typically called a stock purchase) or just the business assets (typically called an asset purchase)?  If you just buy the assets of another business should you do so as an individual or as a newly created entity such as a North Carolina Corporation or North Carolina Limited Liability Company?  Should you require a Non-Compete Agreement with the Seller?  Should you pay cash at closing or should your payment be structured over time?

If you are the Seller should you require cash at closing or accept payments over time? If you accept payments over time should you secure the debt with a UCC Financing Statement and/or a Personal Guarantee Agreement or other security interest?

As a Buyer or Seller does the North Carolina Bulk Sales Law apply to your transaction?  These are just a few of the topics you must consider when Buying and Selling a North Carolina Business or Business Assets.

Call Wesley S. Jones now at 910-256-5800 for a free telephone consultation.

Business attorney serving all of Southeastern North Carolina including  New Hanover County (e.g. Wilmington, Kure Beach, Wrightsville Beach, Landfall, and Mayfaire), all of Pender County (e.g. Burgaw and Topsail Beach) and all of Brunswick County (e.g. Bolivia, Southport, Ocean Isle and Oak Island).

 

Business Litigation Lawyer in Wilmington, NC

An Attorney reviewing documents with clients.Those that go into business for themselves usually do so for a few reasons:

  • They have found their passion
  • They feel that they can provide their clientele with needed goods or services
  • They are confident that they can make a living through their commercial or business venture

Of course astute owners will be conscientious to ensure that their business operates by the book and that their customers are absolutely satisfied. Unfortunately, even the best-laid plans can take a negative turn. Disputes can arise in cases of business against business or private individual vs. business. Thankfully, many such matters are often resolved through negotiations or arbitration proceedings. When matters cannot be resolved, Business Litigation is an effective means to do so.

Local Wilmington attorney, Wesley Scott Jones, is well-versed in the realm of Business Litigation. Because of its wide scope, when dealing with matters of Business Litigation, it is extremely beneficial to retain the services of an experienced professional. Attorney Wesley Scott Jones has a high degree of expertise in managing disagreements that can result in the various stages of business startup and ownership. He has handled a number of cases involving conflicts between business partners, customers, employees and third party contractors. Jones can also work with clients who are caught in disputes involved in the process of starting up, operating, or dissolving a business.

From banks to builders, small business owners to sub contractors, each different industry comes with a specific set of potential problems. Wesley Scott Jones has gone to bat for his clients on issues representing the full spectrum of possibilities unique to businesses, including general disputes, fraud, bill collection, breach of contract and unfinished work. Choosing a lawyer who is knowledgeable on the multi-faceted world of business law can be invaluable in protecting your rights and your company’s business interests.

To learn more about the various industries Jones has represented and case topics he deals with, please visit this website to learn more: wsjlaw.com/practice-areas-and-services/business-litigation/

To contact the office of Wesley Scott Jones directly, simply call 919-256-5800.

 

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Business and Contract Dispute Attorney in Wilmington

Picture of a business man.Can you guess the answer to this question: “What is the most common type of business conflict between opposing parties that can often lead to courtroom litigation?” If you guessed contract disputes, you would be correct.

There are practically as many different types of contract disagreements as there are businesses. Seeking a resolution to these types of clashes can be exhausting and take its toll on your business through the stress, lost time, and expense of a potential lawsuit. With contract disputes, it is best to address them as quickly and efficiently as possible, because they can have a direct impact on your other business dealings. As a business owner, it is also extremely important to safeguard your legal rights. In many cases of contract conflicts, an experienced Business and Contract Dispute attorney can help resolve the matter without civil litigation.

In the Greater Wilmington area, business owners are discovering that for matters such as these, the law firm of Attorney Wesley Scott Jones is the one to contact. Whether the contract in question was created years ago or you’re considering drafting a new one, Wes can help. Because of his experience in this area of business law, he can work with you to ensure that your contracts are clear, thorough, and enforceable.

Wes knows that there are a number of contracts that can easily become a source of conflict among the parties who are subjected to them. A few common examples are business agreements involving customers or clients, distributors, vendors, suppliers, manufacturers, contractors and subcontractors, independent contractors, franchises, and licensing. Quarrels are also commonplace that pertain to service agreements, purchase or sale agreements, construction contracts, and government contracts.

When you contact the law firm of Wesley Scott Jones, please know that he is committed to settling such disputes in a fair and reasonable manner. As a Business and Contract Dispute Litigator, he can explain your legal rights and obligations and then guide you to the appropriate legitimate options. Follow this link to learn more about Business or Construction Contract Disputes. To contact the office of Wesley Scott Jones directly, please call 919-256-5800.

 

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