Business Law and Commercial Transactions

Fairfax VA Business attorney

If you need a business law attorney, we have extensive experience serving business entities of nearly all sizes. Our Business Attorneys apply a personalized approach to our client’s legal needs, regardless of where their business might be along its growth curve. Whether you are focused on starting a business, growing or selling your business, or resolving disputes related to your business, our business lawyers have the tools and experience to help you accomplish your goals.

We have advised businesses and business owners on a variety of matters, including:

  • The appropriate business entity under which to conduct their activities, including stock and membership corporations, limited liability companies, formal partnerships, and joint ventures
  • The preparation of governing documents, articles of incorporation, bylaws, operating agreements, partnership agreements, shareholder agreements and buy/sell agreements
  • The rights, duties, and obligations of officers, directors, members, and partners
  • The protection of trade secrets and other confidential information

Experience in Drafting and Resolving Business Disputes with a Proficient Business Law Attorney

When it comes to drafting and resolving business disputes and disagreements, it is important to choose a law firm that provides its clients with the exceptional legal services needed. A good business firm is one that provides clients with sound advice and also helps to decrease the risk of a legal dispute. We take a look at the following services, which are all available at Schleifman Law, PLC at a fair and reasonable price:

Sale Purchase Agreements

Sometimes referred to as Sales Contracts or Purchase Contracts, Purchase Agreements are instrumental in delineating the terms of transactions involving goods. These goods may be property, vehicles, business assets, or other types of goods. The purchase and sale agreement provides legal protection for both the buyer and the seller. Purchase agreement documents can be used to enter into a purchase contract between individuals, married couples, businesses, or trusts.

This purchase agreement is used for general purposes. However, there are also documents for the following:

  • Property sales agreement
  • Business sale agreement
  • Stock purchase agreement
  • Franchise purchase agreement
  • Asset purchase agreement
  • Real estate purchase agreement
  • Personal property purchase agreement

A “Bill of Sale” document is used in the transfer of property and often in an exchange of money transaction.

Business Acquisition Agreements, Including Hotels And Franchises

A business acquisition agreement is also known as an asset purchase agreement (APA). It contains provisions stating what assets are being transferred, as well as what assets are excluded. The agreement includes a provision that deals with how the purchase price will be allocated among the assets that are being transferred. This has tax consequences for both the buyer and the seller.

Acquisition agreements contain crucial representations and warranties, which the seller provides to the buyer regarding the acquired business. They also contain a section on the conditions required for the buyer and/or seller that have to be fulfilled in order to close the purchase. Given the inherent complexities of a business acquisition agreement, it is highly advisable for both buyers and sellers to engage the services of experienced business law attorneys proficient in laws and regulations, and well-versed in structuring, negotiating, and drafting acquisition agreements. This prudent step ensures that legal expertise is applied promptly after the decision to buy or sell a business is made, streamlining the process and mitigating potential pitfalls.

Equipment Lease Agreements

An equipment lease agreement is an agreement in which the lessor, the owner of the equipment, permits a lessee to use the equipment in exchange for periodic lease payments. In leasing terminology, the owner is the lessor, and the user is the lessee. The equipment leased can be machinery, vehicles, or any other equipment. The lessee is conferred with the right to possession and the use of the equipment for a certain period in return for periodic payments, while the equipment is being leased. Simply put, a lease agreement is a contract between two parties.

Commercial Office Leases And Subleases

One can rent out a commercial property by using a commercial lease, which gives your consent to assign or sublet the commercial lease as a landlord with a license to assign or a license to sublet. You can use this agreement to share office space with another business to rent out your own home office to your company or end a lease early. Leasing commercial space as a landlord is subject to less regulation than letting private tenants, but you should still make sure you use the appropriate legal documents to safeguard you and your property.

Operating and Partnership and Agreements

A partnership agreement is used for partnerships whereas an operating agreement is used for Limited Liability Companies (LLCs). A multi-member LLC has members while a partnership has partners. A Partnership Agreement is also known as:

  • General partnership agreement
  • Partnership contract
  • Articles of partnership
  • Business partnership agreement

It is a contract between two or more business partners that is used to establish the responsibilities of each partner, the profit and loss distribution of each partner, as well as other rules about the general partnership like withdrawals, capital contributions, and financial reporting. A Partnership Agreement sets out guidelines and rules for business partners to follow so that they can avoid disagreements or issues in the future.

Joint Venture, Strategic Alliance, And Teaming Agreements

A teaming relationship or a strategic alliance is entered into between two or more contractors possessing complementary skills and resources in order to provide the customer with an integrated plan to deliver products or services. These agreements can be effective arrangements for two or more contractors seeking to pool resources (and share costs) in pursuit of government contracts. Hiring the right team of attorneys will be able to assist you in determining if a teaming agreement will work for you, and it will ensure that the agreement is documented properly.

Stock Purchase Agreements

A stock purchase agreement is a legal contract that documents the specific details of an agreement between a purchaser of company shares and the seller. It is intended to protect both parties involved in the transaction. The form of stock purchase agreement contains comprehensive representations, warranties, covenants, and indemnification provisions which are typically found in stock purchase agreements involving the sale of all or a majority of the outstanding stock of a target company to a third-party buyer. The agreement ensures that each holder understands and agrees to the conversion of the notes, and it exercises the warrants for shares of the common stock of the company. It allows purchasers execution of certain agreements relating to the purchase and sale of such securities as well as any rights relating to such equity securities.

Service And Marketing Agreements

The marketing services agreement usually serves as a contract between two organizations, where one agrees to handle specific aspects of the other’s marketing activities. They may be designed to maintain the high quality of produce that is on the market, standardize packages and containers, regulate the flow of the product to the market, establish reserve pools for storable commodities, and authorize production research, marketing research, and development, and advertising.

Employment, Compensation, And Independent Contractor Agreements

These agreements are contracts between the employer and employee:

  • The one contract (employee/employer relationship) is a Contract of Service in which the employee undertakes to render his services – usually for an undetermined or understated period of time, in return for which the employer undertakes to pay the employee for those services.
  • The other contract (independent contractor) is a Contract for Service and is usually a contract where the contractor undertakes to perform a specific service or task, and upon completion of the agreed service or task, or upon production of the result agreed upon, the contractor will be paid.

Dissolution And Liquidation Agreements

Liquidation is the process of extracting a company’s assets to settle remaining debts before its dissolution. A liquidation agreement fills out the details when the parties agree to liquidate any remaining assets via a public auction to be held at a specified time and at a location suitable to both parties. Once all assets have been liquidated, any proceeds will be used to resolve any outstanding debts related to the partnership. Any remaining proceeds will then be distributed between the partners in accordance with the separate partnership agreement.

Non-Compete And Non Disclosure Agreements

These types of agreements include a contract through which the parties agree not to disclose information covered by the agreement. The agreement creates a confidential relationship between the parties to protect any type of confidential and proprietary information or trade secrets. A non-compete and non-disclosure agreement is enforceable under the applicable law.

Promissory Notes And Other Financial Instruments

A promissory note refers to a financial instrument that includes a written promise that is made by one person (maker) to pay a specified amount of money to another on demand or at a given future date. Promissory notes are often negotiable and may be secured by the pledge of collateral. Promissory note loans combine features of both traditional bank loans and bonds.

Franchise, Licensing And Distribution Agreements

These agreements are intellectual property rights. They are frequently licensed to another manufacturer to enable that manufacturer to manufacture and/or sell goods. Most franchise agreements contain a license to use the franchisor’s trademark, brand names, and his know-how. These contain mostly distribution and agency information in relation to a sales channel, and licensing that relates to not only a sales channel but also potentially a manufacturing relationship.

Insurance Agreements

These are signed contracts, which are common when two or more people do business together. It includes the portion of the insurance policy in which the insurer promises to make payment to or on behalf of the insured. The insuring agreement is usually contained in a coverage form from which a policy is constructed. The agreement outlines a broad scope of coverage, which is then narrowed by exclusions and definitions.

Your Business Law Transactions, Handled by Schleifman Law, PLC

Schleifman Law, PLC has extensive experience in serving business entities of nearly all sizes. We apply a personalized approach to our client’s legal needs, regardless of where their business might be along its growth curve. Whether you need help to draft business agreements or help to resolve disputes related to your business, our business law attorneys have the tools and experience to help you accomplish your goals. Contact Schleifman Law, PLC today for all your business law transaction needs.

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      -- S.W.

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      -- B.A.

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      -- K.D.


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