Deal points in a Letter of Intent are typically non-binding; however, they frame the proposed deal, and it can be difficult to re-negotiate major points. For example, you should not “agree” in an LOI to structure the acquisition as an asset sale, or a stock sale with a 338 (h)(10) election, until you discuss the tax effects of those choices with your CPA. Picking the wrong structure could result in your paying much higher taxes, and the other party will be reluctant to surrender any tax advantage they have gained. The amount a seller will ... Read More »
WHAT DOES “BEST EFFORTS” MEAN?
Is there really any difference between the terms “best efforts” and “reasonable commercial efforts” when used in contracts? Yes. Under certain states’ common law, “best efforts” may require the party agreeing to use “best efforts” to come out of pocket and spend money to make a promise happen. By contrast, “reasonable commercial efforts” are considered a step below that and do not normally require a party to spend monies. The difference between the terms could mean whether you are in breach of an agreement or not, and responsible for the other ... Read More »
Appearance on Business RadioX
Larry and Bob enjoyed their appearance on Business RadioX. They fielded questions from the host and discussed various legal and practical aspects of contracts, employee equity grants and bonuses, trademarks, and other areas of business law. Brian Bullock with Legacy Ventures was also a guest. He discussed some of the successes and challenges of opening restaurants in Georgia. Here is a link to the entire show: https://businessradiox.com/podcast/atlantabusinessradio/pless-sauro/ ... Read More »
PLESS ATTENDS CEREMONY COMMEMORATING MCDOWELL COUNTY’S 175TH BIRTHDAY
Mr. Pless recently attended a ceremony in the McDowell County, North Carolina courthouse, in the western North Carolina mountains. The ceremony was part of the County’s weeklong observance of its ( and the county seat of Marion’s), 175th birthday. The ceremony honored five judges from the County who had served on North Carolina’s appellate courts, including Mr. Pless’s grandfather, Judge J. Will Pless, Jr., who served as Superior Court judge from 1932-1966 and as a North Carolina Supreme Court Justice from 1966-68. Speakers included current ... Read More »
STARTING A BUSINESS
Five Legal Points to Remember in Starting a New Business 1.Delaware or Georgia - Measure Twice? As a business founder, when it comes to entity selection you will hear about Georgia and Delaware (mostly). You will hear terms like “S Corporation” or “Limited Liability Company”, or “C Corporation”. Don’t follow the crowd, instead take some quiet time to review with your lawyer the (often many) pros and cons, and practically evaluate your business goals and methods, all so that you can carefully determine which type of entity best fits YOUR ... Read More »