Payne&Fears

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Business Transactions

Payne & Fears LLP business attorneys advise clients in a wide array of business transactions, from business formation to legal issues surrounding the operation and growth of a business and major business transactions such as buying, selling or merging existing businesses. Our attorneys draw on years of experience to provide cost-effective and practical representation of domestic and foreign corporations, investors and entrepreneurs.

Our business attorneys represent clients in many different industries, including software, manufacturing, real estate, entertainment, medical devices and other services and technologies  By understanding the nuances of our clients’ industry, we are able to provide knowledgeable and practical counsel in all areas where we are engaged.

Payne & Fears LLP has significant experience and expertise in the following areas:

Emerging Businesses

Our attorneys have significant experience representing companies and their founders throughout the formative stages.  Payne & Fears LLP attorneys advise new companies on formation, capital structure, management contracts and incentive plans.  We also assist in helping to define the relationships between founders, managers and investors -- a critical and vital step for the future of any business.

Existing Businesses

For established businesses, we often act as outside general corporate counsel. We negotiate, prepare and review contracts, such as technology licensing, sales and supply contracts, distribution and sales representative agreements, leases, nondisclosure agreements, joint venture/strategic alliance agreements, executive compensation arrangements and similar documents.  We also assist in the acquisition or leasing of real estate, preparation of employee incentive plans, and raising capital.

International  Businesses

Additionally, Payne & Fears LLP has special expertise in representing international businesses in transactions in the United States, whether it involves the establishment of a local subsidiary or a major acquisition, joint venture, equity investment or licensing transaction. We also counsel foreign businesses in connection with their ongoing contractual relationships with domestic customers, suppliers and distributors.

Mergers and Acquisitions

Our attorneys have significant experience in the purchase, sale and merger of businesses, representing both buyers and sellers. We can assist in the early stages of an acquisition, negotiating the structure of the deal or preparing a letter of intent or term sheet.  We can also help in the negotiation of the purchase, sale or merger agreement, the due diligence investigation, and the closing of the deal. While the issues raised in these transactions are often quite complex, Payne & Fears attorneys provide straightforward, practical advice concerning the structure of deals and methods to minimize the risks and maximize the rewards associated with the transactions.  We have assisted in the following types of merger and acquisition transactions:

  • The merger of a medical products manufacturer into a Norwegian controlled company
  • The purchase of an air freight forwarder/logistics company
  • Acquisition of motion capture animation and production studio business
  • Sale of multinational automobile engine manufacturing company
  • The sale of several computer software companies
  • The sale of a commercial printing company
  • Purchases by a major national title company of local title companies and escrow companies
  • Sale of medical billing software and service company to Fortune 100 corporation
  • Representation of UK business in its acquisition of global mapping business
  • Sale of hi-tech measurement device company
  • The purchase of a health food manufacturer by a foreign buyer
  • The sale of an automated real estate valuation company to a Canadian buyer
  • Serving as local counsel for many financing transactions