Tag: Stock Transfer Agreement

Simple Asset Purchase Agreement

On June 17, 2020, in Corporate, by John A. Weber IV, ESQ.
Simple purchase agreement

A simple Asset Purchase Agreement is a contract between a buyer and a seller that sets out the terms and conditions related to the purchase and sale of a company’s assets.

This should not be confused with a stock purchase agreement, as these documents are different. An Asset Purchase Agreement (APA) is one of the most commonly used documents in commercial transactions. This document also defines the rights and liabilities of each party to the transaction.

What is Typically Included in a Simple Asset Purchase Agreement?

Generally, an Asset Purchase Agreement includes the following:

  1. Identification of the specific assets that are being purchased.
  2. Assets that are excluded from the sale.
  3. The terms and conditions of the sale. This lists the purchase price and purchase price adjustments, purchase price allocation, and mechanisms related to dispute resolution.
  4. The purchase price.
  5. Information regarding the assumption of liabilities by the purchaser.
  6. Date of closing that also includes any conditions imposed upon the parties at closing.
  7. Warranties of the purchaser.
  8. Warranties of the seller.
  9. Terms of delivery of the purchased assets.
  10.  Indemnification for costs that may arise once the transactions are finalized that result from pre-existing conditions.
  11.  Specification of special tax treatment that the seller or buyer is entitled to.
  12.  Employee benefits and terms on how to handle accrued bonuses once the transaction is finalized.

Why Should You Hire a Lawyer for the Formation of a Simple Asset Purchase Agreement?

When it comes to an Asset Purchase Agreement, the more information and details included, the better. Hiring an attorney for getting a standard Asset Purchase Agreement framed is a good idea because the terms and conditions are too complicated for most laymen to navigate. You may also not have time to devote to researching the matter yourself. This is when you need knowledgeable legal services to help you sail through the whole process easily. The Law Firm of Vaughn, Weber & Prakope, PLLC is a team of veteran lawyers who have years of experience in serving a large client base.

To ensure the whole process goes well, hire a lawyer who is competent enough to provide smart legal guidance.

By hiring the lawyers at the Law Firm of Vaughn, Weber & Prakope, PLLC, you can utilize the following legal services:

  1. Legal Advice

With highly experienced lawyers like us, you won’t go wrong when it comes to framing a standard Asset Purchase Agreement because we look into the minute details and work to get the most appropriate outcome for you. We closely assess each term and condition while framing the agreement. In case there are points that can cause a problem in the future, our legal services are efficient enough to identify them during the process.

  • Mediation

Both parties can be on the same page if there is a mediator present between the buyer and the seller. You can reach a mutually beneficial settlement by deciding to hire a lawyer.

  • Negotiation

The negotiations involved in a simple Asset Purchase Agreement can be long and complex. Your lawyer can deal with the negotiations between the involved parties and close the deal in a satisfactory manner.

  • Drafting

There are numerous documents involved in the process of selling or purchasing the assets of a company. The Law Firm of Vaughn, Weber & Prakope, PLLC will help you in drafting the agreement and getting all the required documents in place to prevent any legal glitches. This will ensure the presence of every necessary document, with nothing left out.

Contact the Law Firm of Vaughn, Weber & Prakope, PLLC

Before a deal can be closed, there are many legal documents that need to be verified and signed. If you try to do it on your own, you will face hurdles. This won’t be the case if you seek legal guidance from the Law Firm of Vaughn, Weber & Prakope, PLLC. We will prepare everything and provide every legal solution to make the process easy and simple for you.

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Stock Transfer Agreement: Everything You Need To Know About It

On June 4, 2020, in Corporate, by John A. Weber IV, ESQ.

Alternatively known as a share purchase agreement or a stock purchase agreement, a stock transfer agreement lays down the terms and conditions of the sale and purchase of the shares of a company. This agreement transfers all the rights in the shares from one person to another.  This agreement differs from an “asset purchase agreement” and hiring the right attorney who knows the differences could very well mean the difference between success and failure of your new business. 

Key Clauses of Stock Transfer Agreement

Here is a list of the key clauses of a stock transfer agreement:

  1. Transfer of shares
  2. Transfer of price
  3. Cost of transfer
  4. Mode of payment
  5. Transfer completion
  6. Representations and warranties of the transferor
  7. Representations and warranties of the transferee
  8. Conditions precedent
  9. Conditions subsequent
  10.  Execution and delivery
  11.  Modification of the agreement
  12.  Termination of the agreement
  13.  Governing law and jurisdiction
  14.  Arbitration
  15.  Notices

The agreement should state every detail clearly. Whenever a company or a person invests in shares of another company or purchases shares from an individual, it creates the need for a corporate stock transfer agreement.

Benefits of a Stock Transfer Agreement

There are a few benefits of a stock transfer agreement:

  1. A stock transfer agreement puts all the terms and conditions in writing and gets both parties on the same page. This prevents any misunderstandings from cropping up.
  2. This agreement shows that the transferor is the owner of the stock.
  3. It leads to the creation of a binding transfer.
  4. Representations and warranties of the transferor, as well as the transferee, are mentioned in the stock transfer agreement. This leaves no room for misrepresentations of either party.

Violation of a Stock Transfer Agreement

A stock transfer agreement has a clause that mentions the actions that can be taken in case any party violates it. Most of the agreements contain an arbitration clause, which states that in case a clause is violated, the matter will be resolved by arbitration. Alternatively, other forms of dispute resolution may be mentioned.

The Law Firm of Vaughn, Weber & Prakope, PLLC has rich expertise in dealing with the formation of a stock transfer agreement. Seek help now!

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Five Reasons to Have a Stock Transfer Agreement Reviewed by an Attorney

On December 29, 2019, in Corporate, by John A. Weber IV, ESQ.

The corporate stock transfer agreement is a legal medium to help you lawfully sell or transfer your shares of an organization to someone else. The purpose of this document is to ensure clarity about details between you and the other party involved in the deal.

The corporate stock transfer agreement is also known as the Share Purchase Agreement (SPA) or the Stock Purchase Agreement. The list of details this agreement contains includes, but is not limited to, the following points:

  • The buyer and seller of shares.
  • The organization the shares are being transferred from.
  • The kind of shares.
  • All payment terms.

What is the role of an attorney in this agreement?

The role of an experienced business attorney is important. It is because an attorney has the knowledge to make sure everything is clear and correct in the agreement.  An attorney will also properly advise you on the implications of certain clauses contained in the agreement, as well as whether you should be consulting with other professionals such as a Certified Public Accountant (CPA).

Reasons to seek help from a business attorney:

You need help from a business attorney for a number of reasons. For example:

  • They have experience and knowledge of the law to help you negotiate terms and avoid pitfalls.
  • The luxury of a strong legal perspective is crucial.
  • Your level of risk is mitigated.
  • Both parties involved remain safe because an independent review of the stock transfer agreement is prepared.
  • Insight to avoid future litigation and expenses.

The role of an attorney is very important in the preparation of a Stock Transfer Agreements. An experienced attorney knows all the legalities and the do’s and don’ts involved in the lawful preparation of Stock Transfer Agreements. They legally safeguard the financial and business interest of both the parties involved in the agreement.

If you are looking for someone who can assist you on this front, the Law Firm of Vaughn, Weber, Prakope, PLLC, a group of experienced business attorneys, are just a call away. Call us at 516-858-2620.

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Buying and Selling a Small Business

The Role of the Contract in Simple Asset Transfer Agreement

On November 12, 2019, in Corporate, by John A. Weber IV, ESQ.

Buying and selling a business requires the handling of several legalities. Simple Asset Transfer Agreement signing is one of those key legalities. Both buyer and seller sign this agreement for the following purposes:

  • Transaction completion
  • For transferring the ownership of an organization’s business operations into the buyer’s name.
  • To help sellers transfer the ownership of a company’s assets into the buyer’s name.
  • To ensure payment and security of the same for seller.

To get to closing, it is necessary to have knowledge about the structure of a Simple Asset Transfer Agreement including various things such as:

  • The types of assets and liabilities involved in the sale.
  • The payment structure for the sale.
  • The ancillary documents required to be filed (i.e. deeds, lease extensions, tax forms, etc.).

The objective of this post is to explain to you the role of the Contract in a Simple Asset Transfer Agreement.

Contracts:

Contract creation is important for selling even a portion of your company’s assets. The creation of a contract, outlining all the details related to the agreement, is recommended. This contract sets the terms for the buyer and seller and delegates their respective rights and obligations relating to the impending transaction.

Remember, preparing and signing a contract is a complex process. This process should only be performed by an experienced lawyer for a simple asset transfer agreement. We at the Law Firm of Vaughn, Weber & Prakope, PLLC can make the difference. Our team of experienced lawyers can make it easy for you to prepare a legally correct Simple Asset Transfer Agreement. Contact us at (516) 858-2620 to discuss what we can do for you.

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