Time and time again we are asked to re-create the corporate records of an entity. The fire drill is ignited by the need for financing, a large asset transaction, an IRS audit, an impending sale of the business or litigation. Business owners lose their mind that these seeming inconsequential items are holding up the transaction [...]
Represented a new client with the buyout of an investor from a closely held business in Scottsdale. DeAngelis Legal advised the buyer regarding the acquisition structure, reviewed and revised the interest purchase agreement and prepared the documents necessary to properly evidence the buyer as the sole owner of the entity going forward.
Quinn was called as witness in litigation between two owners of a closely held entity. Quinn had previously represented a party to the litigation with the review and analysis of the corporate records and identified several irregularities with the records. Unfortunately, the parties could not resolve the issues and the dispute ended up in litigation. [...]
Business owners are continuing to wind up their operations. DeAngelis Legal terminated five entities this month, three corporations and two limited liability companies. While COVID-19 was not the reason for most of the terminations, it is a telling sign of the state of the economy when we terminate more entities than we create in a [...]
Prepared an amended and restated operating agreement between equal owners of an Arizona limited liability company. DeAngelis Legal reviewed and evaluated owners’ objectives and prepared a compressive operating agreement that incorporated the new LLC law which applies to existing entities as of September 1, 2020. For more on the new law see https://www.deangelislegal.com/arizonas-new-llc-act/ The operating agreement [...]
“Money makes money. And the money that makes money, makes more money.” Benjamin Franklin This centuries old quote by our founding father could not be more appropriate today. Millions of Americans are out of work, surviving on government subsidies and yet the stock market and real estate market are approaching historic highs. Those with capital [...]
Assisted seller with the proposed sale of a Scottsdale small business. DeAngelis Legal advised Seller with negotiations and reviewed and revised the asset purchase agreement evidencing the sale, including the preparation of a lease for the property used by the business.
Assisted Scottsdale buyer with the purchase of a website and its software. DeAngelis Legal prepared the asset purchase agreement including provisions necessary to transfer components unique to websites, including software, copyrights, third party licenses, and content and other provisions to protect the buyer such as restrictive covenants and representations. For more information on structuring mergers [...]
DeAngelis Legal dissolved several entities that had either sold their assets or had terminated their business operations. Taking the time to formally and correctly terminate the entity with the Arizona Corporation Commission reduces the risk of identity fraud and accelerates the statute of limitations so future claims are barred. DeAngelis Legal advised the owners on [...]
DeAngelis Legal formed several new entities from standard real estate holding companies to entities created to capitalize on opportunities caused by the COVID-19 outbreak. DeAngelis Legal assisted the clients in identifying the correct entity, including the clients' perspectives on privacy, liability protection, complexity and income tax preferences. DeAngelis Legal prepared the formation documents including articles [...]
