Assisted long time mid-market corporate client with the sale of their business. The transaction was structured as an “F-reorganization” for tax purposes in lieu of a stock sale. For a description of the benefits of this type of transaction see https://www.deangelislegal.com/business-services/mergers-acquisitions/ DeAngelis Legal assisted the sellers with all phases of the transaction, including the [...]
Assisted Scottsdale business owner with a comprehensive review of the ownership records and succession plan. DeAngelis Legal worked with the long-term client to prepare a business succession plan of the Company upon the owner’s death or disability, update the entity's corporate records and prepare an amendment to the Stockholders Agreement.
Scottsdale shareholder of closely held entity identified several corporate issues that needed to be resolved with co-owner. DeAngelis Legal worked with shareholder and co-owner’s counsel to conduct director meetings and provide solutions to current issues and implement a process for resolving future issues.
Closely held Phoenix manufacturer’s representative company desired to sell its assets to another distributer. DeAngelis Legal assisted the owners with the transaction terms, reviewed and edited the proposed asset purchase agreement and provide advice regarding closing.
Current Scottsdale client desired to enter into new business and wanted to separate any liability associated with the new business from other businesses, including a real estate holding company. DeAngelis Legal advised the client on choice of entity and created a new entity for the business. In addition, DeAngelis Legal completed the funding of the [...]
Two separate mid-market Scottsdale corporate clients received Letters of Intent from potential buyers, one to purchase the assets and the other to purchase stock. DeAngelis Legal assisted the owners of the companies review the terms of the offers and provided comments and suggestions.
Closely held family owned business in Phoenix implemented a succession plan with prior counsel. In conjunction with a new credit facility, the company’s bank identified discrepancies in the corporate records. DeAngelis Legal reviewed the plan, documents and tax records and worked with the company’s CPA's to reconcile the records, prepare the necessary documentation to overhaul [...]
Current Phoenix client held interest in commercial real estate in an LLC with a third party. Third party desired to dissolve the entity and distribute property to separate entities to preserve future tax flexibility upon sale of property. DeAngelis Legal reviewed and negotiated proposed Dissolution Agreement and Tenants in Common Agreement drafted by the third [...]
Like poppies blooming in the desert after a wet winter, limited liability companies (LLCs) are everywhere and Arizona’s new LLC Act affects all of them as well as their owners and managers. Arizona’s new LLC Act is based on the Revised Uniform Limited Liability Company Act (RULLCA) endorsed by the Uniform Laws Commission. The new [...]
Represented Scottsdale strategic buyer of retail business. Buyer and Seller negotiated terms of an asset sale. DeAngelis Legal advised the Buyer with structure and terms and prepared a draft asset purchase agreement incorporating the agreed upon terms.