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Baton Rouge Business & Commercial Law Blog

Our firm can help guide one through business formation

Baton Rouge residents who are thinking about creating a business can find themselves overwhelmed with the options available to them.

Of course, before many other major issues can be addressed, you have to acquire funding and decide on a legal structure for your business. These matters may seem basic at first glance, but the decisions made early on in the business formation process can have significant ramifications later down the road.

Barnes and Noble sold to hedge fund

Depending on the circumstances at hand, selling a business can either be relatively straightforward or extraordinarily difficult. The business's potential market value and its assets and debts must be carefully analyzed before engaging in and completing purchase negotiations. This process can take some time and expertise, which is why it is usually best to work with a qualified attorney when dealing with these matters.

Bookseller Barnes and Noble recently did just that. In a deal worth more than $600 million, the board of Barnes and Noble elected to sell the company in an all-cash deal to a hedge fund called Elliott Advisers. The man now tasked with running the bookseller has his work cut out for him, especially given the prominence of online retailers that have threatened to end Barnes & Noble and other booksellers.

Corporate bylaws: draft wisely for board of directors purposes

The type of legal structure you choose to utilize in the formation of your business lays the foundation for how your business will operate, be taxed, and proceed in court. Although that is a challenging enough proposition to begin with, especially because there are many options, the matters relating to business formation don't stop there. Instead, a new business owner must consider things like funding, supply chains, human resources, and establishing contracts with pertinent parties.

For corporations, another issue that must be addressed is choosing a board of directors. This group is elected by shareholders to oversee corporate management and make major decisions that affect the business. Although private corporations are not required to have a board of directors, public corporations are. Even private corporations can find benefits in appointing a board of directors, though.

Acquisitions, due diligence, and factoring depreciation value

There are a number of factors that can help determine if an acquisition is in a business's best interests. The expansion of client base, new market access, and reduction of costs can all spur the takeover of a business.

Yet, there are a number of less obvious matters that must be carefully considered to ensure that a fair deal is reached. Those who fail to adequately address these issues can find that they have overpaid for the acquisition of a business, which can have severe financial repercussions for years or even decades to come.

Commercial real estate dispute heading to trial again

Acquiring real estate is often a pivotal piece of business development. Without it, an entrepreneur or investor lacks the resources needed to expand and grow an existing business, or get a new business off the ground. A lot of consideration has to be given to real estate transactions, too, since zoning laws and other restrictions can limit its use. But in some cases, merely purchasing commercial real estate can be a long up hill battle.

One case serves as a perfect example. It all started in 2005 when an investment group, known as Health Science Park, entered into an agreement to purchase 60 acres from the Reverend Jimmy Swaggart's Family Worship Center Church. The purchase never went through, and litigation ensued. In 2016, the Health Science Park won a jury trial allowing it to purchase the property based on the terms that were negotiated and agreed upon in 2005.

NRA files breach of contract claim over confidential information

A lot of contract disputes are about money. Breached terms can lead to lost revenues or lost purchase costs, which can leave a business in financial trouble. Therefore, proving financial loss is often a key part of a breach of contract case.

But there are instances where the harm involved in a contract dispute goes beyond the financial. In these instances, it can be much harder to show the full extent of damages suffered.

Divorce may necessitate a business sale or dissolution

Business owners have to deal with conflict not only in their duties as entrepreneurs, but also in their personal capacities. While the two spheres of their lives are often kept separate, they sometimes collide with violent force. When this happens, Louisiana residents need to make sure they are able to enter into business agreements that protect their best interest as fully as possible under the circumstances.

This is especially true when a couple who co-owns a business chooses to divorce. During the division of their marital assets, decisions must be made about the business. There are a number of options, and choosing the right one is dependent upon what an individual hopes to get out of their divorce and their business. For example, if an individual simply want to escape a marriage and a business, then he or she may choose to sell his or her share to the other. Of course, this option requires the buying spouse to have adequate financial resources to follow through with the buyout.

Contract drafting to avoid contract disputes

Every relationship has its disagreements. In the business world, though, these disagreements can have ramifications that can be utterly devastating to one side or the other. Depending on the outcome of a case, a party may suffer significant financial harm and damage to their reputation. All of these losses can take years, sometimes decades, to recoup, which is why those doing business in Louisiana need to do everything they can to avoid contract disputes in the first place.

This means carefully negotiating and drafting all contractual arrangements. How does one go about doing this? To start, a party needs to diligently think through the matter so that, as much as possible, every situation is accounted for in the contractual terms. A solid contract will also address how matters not identified in the terms will be handled. This can ensure that there is no wriggle room in the agreement that can lead to disputes and breach of contract claims.

Things to think about before selling a business

Before agreeing to sell your business, there are certain things you need to take into consideration. If you don't carefully assess a number of factors, then you may wind up feeling financially cheated when the matter is finalized. We hope that this post will help provide some guidance with regard to those considerations, but if you are seeking legal assistance, then you need to think about contacting an experienced business law attorney.

One of the first questions you need to answer is why you are looking to sell your business. Depending on your reasons, it may be wise to hold off on selling your business until it is more appealing to potential buyers. A downturn in the market, the expiration of a long-term contract, and even a decline in a business's physical structure can all dissuade would-be buyers and lead to a decreased selling price or no sale at all.

Aspects of due diligence as it relates to acquisitions

On its face, a business acquisition seems relatively straightforward. One business essentially decides to buy another for the purpose of expanding its business operations and/or reducing costs. Yet, the process can be much more challenging.

There are a number of acquisition terms that must be negotiated, and the parties should only agree to them when they know that those terms are favorable to their position. This is why due diligence is critical.

Dale M. Maas, Attorney at Law
11777 Justice Avenue
Baton Rouge, LA 70816

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