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An asset purchase agreement (APA) is a legal contract in which a seller spells out to a buyer exactly what assets are being sold. An APA not only describes the assets to be purchased but also important details like price, warranties, and breach of contract.

Material adverse effect clauses protect the buyer after the merger agreement is signed and before the transaction is concluded, often months or years later, depending on the amount of due diligence required. A MAC trigger could arise from any number of changes in the target entity.

Disclosures are an integral part of a merger or acquisition transaction. Mergers and acquisitions (M&A) have many interconnected parts, which means there is always a risk of things going wrong. Disclosure schedules, along with due diligence, are the foundation of any M&A transaction because disclosures support a seller’s warranties.

A letter of intent (LOI), also commonly referred to as a term sheet, is generally used when one party wants to enter into a business deal with another party. Letters of intent are serious legal instruments, and as such, should be drawn up and drafted by attorneys experienced in the matter.

When one entity sets about to take control of another business through an acquisition of stock, the transaction is governed by what is called a Stock Purchase Agreement (SPA), sometimes called a Securities Purchase Agreement or simply Stock Purchase.

Buying a business is not like buying a house. Of course, the home inspector may miss something during the course of their assessment which could lead to the purchase of a bit of a money pit. Miss something when doing due diligence in the course of purchasing a company and you may find yourself in severe financial and legal trouble.

As with most things in business, mergers and acquisitions begin with a strategy and end with implementation. In between, there are multiple steps necessary for success, including careful planning, intuitive evaluation, due diligence, and financing.

You’ve built a small business in the Kansas City area. Your blood, sweat and tears have kept your business surviving through ups and downs. You are on the verge of retiring and want to ensure a smooth transfer of ownership.

Tuesday, November 6, 2018. Missouri voters approved medical marijuana by passing Amendment 2. There are now 32 states that have legalized marijuana for medicinal or recreational purposes.

Owning and operating a franchise has many pros and cons. Is owning a franchise the right opportunity for you?