Business and Commercial Transactions

Business and Commercial Transactions

Businesses rely on processes, organization and written documentation.  Successful businesses rely on a trusted legal advisor who will prepare and review their legal documents for accuracy and efficacy that ensures the ongoing success and security of their business.

Businesses throughout Louisiana rely on Favret Carriere Cronvich to support them in every aspect of their decision-making processes.

From drafting and reviewing their business documents to due diligence on the potential purchase of a business, Favret Carriere Cronvich has become synonymous with success that’s dependable, affordable, and aligned with its clients’ interests and goals.

Some of the areas in which Favret Carriere Cronvich supports businesses include the following.

Contract Drafting

  • Contracts determine the legal responsibilities between two or more parties and ensure that everyone involved understands the terms of the agreement.
  • Some common business contracts include: sales agreements, real estate sale/purchase agreements, employment contracts, confidentiality and nondisclosure agreements, insurance contracts, and construction agreements.
  • Contract reviews ensure understanding of the contract, prevent entering agreements that are unconscionable, illegal, and voidable, and protect you from future financial harm.

Corporate Formation

  • Legal counsel assists business owners in understanding their corporate options, benefits, and risks when creating a company.
  • Favret Carriere Cronvich educates clients regarding the benefits of certain corporate structures such as a C Corporation, S Corporation, and a Limited Liability Company (LLC).
  • Experienced counsel can explain the many facets of compliance such as local licenses, permits, leases, and government oversight of specific industries (e.g. food manufacturing, medical offices, retail, hospitality, construction and property management).

Buying or Selling a Business

  • For those considering buying a business, Favret Carriere Cronvich can help you explore the various factors that impact the type of business you might purchase: risk, market, value, industry, employees, and goals.
  • For sellers, we understand the potential complexity of your organization, and offer a proven program of preparation, valuation, and presentation of your business that maximizes its attractiveness to buyers.

Operating Agreements

  • A unique combination of company bylaws and shareholders’ agreements, operating agreements identify and plan for contingencies that could lead to difficulties in the future.
  • Using a form/template agreement can save you time at the outset, but can cost you money in the long run because it’s not tailored to your specific business, so it can leave out terms or clauses that are critical to your unique business needs.
  • Working with a knowledgeable  lawyer ensures your operating agreement is a fit for your business, and sufficient for protecting your business long into the future.

Partnership Agreements

  • While the simplest of business structures, partnership agreements are still a good means of defining the rights and responsibilities of everyone involved.
  • Three basic types of partnerships are General Partnership (GP), Limited Partnership (LP), and Limited Liability Partnership (LLP).  Favret Carriere Cronvich can help you understand which type of partnership is most beneficial for your unique situation.

Mergers and Acquisitions

  • Mergers are the joining of two separate companies through conglomeration, horizontal merger (same industries), vertical merger (separate industries), product extension, or market extension.
  • Acquisitions occur when one company purchases another through stock or asset purchases.
  • Legal counsel is a must to ensure proper attention is given to due diligence, corporate governance, antitrust, and taxation considerations.

Employment Contracts

  • A legally binding agreement, an employment contract defines the conditions of your employment, a term and your expectations and responsibilities as an employee.
  • We offer advice in every area of employment contract law, both employer and employee, and can help you be sure you understand the legal documents effects before it’s too late.
  • We can also offer advice on your rights if your employer is trying to revise the terms of your contract.

Buy-sell agreements

  • Often called “buyout agreements,” buy-sell agreements clarify what happens when a partner leaves a business due to death, disability, or departure.
  • Important elements of a buy-sell agreement include triggering events, mandatory vs. optional purchase guidelines, purchasing rights, and purchasing price.

Non-Compete Agreements

  • Moving from one job to another can require resolving the conditions of a non-compete clause designed to protect your previous employer from direct competition.
  • Also known as “restrictive covenants,” non-compete clauses may restrict your ability to work for a competitor, or to encourage clients, colleagues, or suppliers to follow you to your new employer.
  • If you’re planning to leave a job, a conversation with legal counsel can help you plan a strategy that ensures a smooth transition. Also, if you are an employer looking to draft or enforce a non-compete agreement, we can help ensure they are implemented properly or quickly enforced.

Purchase Agreements

  • Also referred to as “asset purchase agreements,” or “APA’s,” purchase agreements define the parameters of the sale and purchase of a company’s assets.
  • Items considered assets can include plant and machinery, stock, contracts, premises, know-how, and goodwill.
  • Asset purchase agreements allow for selecting specific elements of a business to be purchased, but are subject to each asset’s rules for use and/or transfer.

Due Diligence

  • Defined as the required investigation and evaluation of a business, legal due diligence ensures that the investment in, or purchase of a business is in the best interest of the investor or buyer. In other words, due diligence is the process that ensures you are buying what you believe you are buying.
  • Legal due diligence investigates business, intellectual property, and accounting.
  • Properly executed, legal due diligence clarifies a company’s obligations, confirms a company’s value, identifies potential issues, and strengthens a negotiating position.

If you need a business and commercial transaction lawyer and legal partner, please contact us for a free consultation.