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 »
WHY IS A LETTER OF INTENT IMPORTANT IF IT IS TYPICALLY NON-BINDING?
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 »
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 »
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 »
START-UP PACKAGES
START-UPS/FORMING A NEW BUSINESS Overview. So you have a great business idea for a START-UP. You may turn to the Internet for legal help and come across a website or service that contains a form for incorporating a corporation or organizing an LLC. There is so much more to organizing a corporation or LLC, however, than just filing Articles of Incorporation or Organization. If your business has more than one equity holder, a Shareholders’ and Buy-Sell Agreement (in the case of a corporation) or LLC Operating Agreement (in the case of an LLC) ... Read More »