Category: Corporate

Transition Services in Asset Purchase Deals

Transition Services in Asset Purchase Deals

Corporate

In an asset purchase transaction, “transition services” refer to the idea that, as part of the deal, the seller agrees, post-sale-consummation, to help the buyer with some aspect of the transaction. This might entail helping the buyer integrate some newly acquired asset into the buyer’s business operations or training the buyer’s staff/employees on use, etc. […]

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Explaining Indemnification Clauses in Asset Purchase Agreements

Explaining Indemnification Clauses in Asset Purchase Agreements

Corporate

When one company — or other type of business entity — buys the assets of another, the companies negotiate and execute a detailed Asset Purchase Agreement. Among many other sets of provisions, there is a series of clauses called “indemnification” or “hold harmless” clauses. The purpose of an indemnification clause is to shift the risk […]

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Definition of a Trade Secret

Definition of a Trade Secret

Corporate

The common and legal definitions of a trade secret overlap, but the legal definition has a great many nuances. In common understanding, a trade secret is something a business or a company keeps secret. Famous examples include the secret formula for Coca-Cola and the recipe for Kentucky Fried Chicken. Note that the “trade” aspect of […]

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Primer on Unfair Competition Laws

Primer on Unfair Competition Laws

Corporate

In the United States, generally speaking, businesses have the legal privilege to compete against each other in the marketplace. Businesses are legally allowed to use any lawful means in that competition to sell their goods and services and to “woo” customers. However, the privilege to compete involves only LAWFUL means and methods. That said, some […]

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Non-Compete Agreements: When the FTC Won’t Let You Be

Non-Compete Agreements: When the FTC Won’t Let You Be

Corporate

Two trailer park employees go round the outside, round the outside… Guess who’s back? Shady’s back—and by that, we mean the legality over non-compete agreements. Recently, the Federal Trade Commission put out a press release notifying everyone of a new proposed rule that would effectively ban noncompete clauses and could potentially raise employee wages by […]

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