Category: Corporate

There are many reasons that an asset purchase transaction might “fall through” and not close. Some of these are internal or external. Examples of the former are the Seller’s inability to deliver all the assets or the disclosure during due diligence of something unforeseen and unacceptable to the buyer. Examples of the latter are the […]

In very basic terms, a SaaS lawyer is tasked with protecting the intellectual property of businesses that provide software-as-a-service (“SaaS”). This includes ensuring that end-users pay for use per their user agreement and do not violate the terms of use — that is, not use the software improperly. Most SaaS is now accessed through websites […]

E-commerce mergers and acquisitions (“M&A”) are often successful and achieve the goals for which they were designed. But we have all heard the horror stories of M&A “gone wrong.” When everything is eventually parsed and examined, there are often specific reasons why the M&A went wrong. In this article, the e-commerce M&A attorneys at Revision […]

The owners of most small, closely-held businesses negotiate and sign some form of an “Owner’s Agreement.” An important part of such Agreements is the “Buy-Sell” provisions. These are often some of the most difficult to negotiate. The gist of the buy-sell part of the Owners’ Agreement is to establish the rules for what happens if […]

In the vast majority of business, consumer, and other types of contracts, there is one or several clauses in the contract that reference the parties’ agreement on “choice of law,” “venue,” and — often — “jurisdiction.” A sample contract clause containing all three might look like this (choosing New York for convenience): “CHOICE OF LAW, […]

Generally speaking, non-solicitation agreements relate to either customers or employees (with the latter type often called “no-poach” agreements). These types of agreements are most often seen as part of the contracts signed when a business is sold, and the principal employees will not join the buyer or as part of asset purchase agreements where the […]

The legal landscape for rights related to name, image, and likeness (“NIL”) for non-professional athletes continues to rapidly evolve. This includes major ongoing changes at the collegiate level and the extension of NIL rights to more and more high school athletes. As of this writing, 38 States and the District of Columbia now allow high […]

While there are questions about the legal validity of non-competition agreements generally, there are no such questions concerning executive-level non-compete agreements that are signed and that are attendant to the sale of a business (whether as a stock sale or asset purchase transaction). As such, it is useful to examine some of the features that […]

Under most circumstances, the experienced Business Lawyers at Revision Legal deem it prudent for clients to operate their businesses through a corporate entity like a standard corporation or a limited liability company. Of course, there are some circumstances where a partnership of some type might be the better option, but it would be a rare […]

In general, there are two methods of acquiring a business: a straight purchase (often called a stock purchase) or an asset purchase. One of the main advantages of an asset purchase transaction is the buyer’s ability to avoid taking on or accepting any of the seller’s liabilities. Indeed, obtaining assets needed or useful to your […]