Why Do You Need a Buy Sell Agreement Lawyer

Why Do You Need a Buy Sell Agreement Lawyer

Buy Sell Agreements

Buy Sell Agreement Lawyer

Why Do You Need a Buy Sell Agreement Lawyer?

If you are building a business while you form a partnership, you will need help from a  buy sell agreement lawyer. Signing a buy sell agreement with the partner will protect you from unexpected situations and legal issues. That is why a buy sell agreement lawyer can make an agreement that will protect both parties.

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A buy sell agreement claims your rights when it comes to difficult situations. Your partner can fall ill or become unable to operate the business the right way. In that case, a buy sell agreement lowers your financial risks of bankrupt or debt. You can protect yourself by signing an agreement that will keep your business intact.

Comparing a buy sell agreement with a prenuptial agreement is the most accurate comparison. In a prenuptial agreement, you can get out of the marriage under certain conditions. At the same time, you can protect your financial operations. A buy sell agreement offers the same rights, just with one small difference. In a buy sell agreement, you can cover all the financial transactions between the business partners. This makes a buy sell agreement more reliable and more effective in terms of financial stability.

Speaking about two common forms of agreements, we can separate the contracts into:

  • Cross-purchase agreement, and
  • Redemption agreement
A cross-purchase agreement happens when the remaining owners decide to purchase the shares of the business that is for sale. In this matter, it is important to know that the mechanism relies on a life insurance policy.

A redemption agreement is another form of a buy sell agreement. Here, we have a situation when the business entity buys the shares of the business. With a redemption agreement, the contract limits the ability of business owners to sell or transfer their ownership stakes in the business.

Both the cross-purchase agreement and redemption agreement are part of the possible contacts between the business owners, and they can mix the two in their business buy sell agreement. The importance of a buy sell agreement covers most of the financial risks that may occur in the business.

How to Know If a Buy Sell Agreement Is Right for Me

If you plan to start a business with a partner, a buy sell agreement can offer many protective points that can change your business perspective. Many life situations are inevitable and we can rely on this kind of contract when the official regulations are necessary for business operations. Your business partner may go ill or die, and that is when a buy sell agreement comes into effect. Your business capital will be protected and you can continue all the future business operations.

Cross-purchase buy and sell agreements contribute to the rights of the business owners. As a remaining business owner, you can buy the interests of the selling owner. This applies when a selling owner is no longer capable of maintaining their business obligations. Buy and sell agreements are also important in the method of determining the overall business value at the beginning of the business as well as when one of the business owners remains the only owner.

Careful drafting of a buy sell agreement can also eliminate or lower any potential estate taxes that apply at your death. In the situation when you want to pass your ownership interest to one of your family members at your death, avoiding the estate tax is one of the possible outcomes.

Do I Need a Buy Sell Agreement Lawyer?

A buy sell agreement lawyer is necessary if you want to avoid state taxes and protect your business capital and operations. With a buy sell agreement, you will be able to buy shares of the business and prolong your business perspective.

A good buy sell agreement lawyer can help you draft the buy sell agreement that protects both your business partner’s interests and your interests. You will have the right to continue the business operations even in the case of illness or death of your partner. It is possible to stay protected and define a new business strategy with a buy sell agreement. A good buy and sell lawyer can help you craft and improve the right contract that protects you in the case of inevitable circumstances.

Thomas Howard

Thomas Howard

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Thomas Howard was on the ball and got things done. Easy to work with, communicates very well, and I would recommend him anytime. R. Martindale

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RegTech – How it helps companies with compliance

RegTech – How it helps companies with compliance

Regulatory Technology

What is Reg-tech?

RegTech, short for regulatory technology, is a new industry that takes complex regulatory frameworks and creates software from them so businesses can more easily comply with the laws and regulations their industries face.

In this page, we will profile three sectors and provide examples of the new RegTech space, discuss some upcoming conventions, and provide insights on how regtech is helping everyday businesses reduce costs, while increasing compliance with complicated regulatory requirements.

Regtech Landscape

RegTech has the most practical application to industries fraught with regulations at all four levels of government – federal, state, county, and municipal.

Several RegTech companies use novel business models that create governmental relationships to save taxpayers money, and pass the cost onto their business customers that still see cost savings from reduced compliance costs internally.

If you think combining regulations and technology is boring, we will start with the most interesting, and heavily regulated, industry – cannabis.

Call tech Attorney Thomas Howard at (309) 740-4033.

Thomas Howard

Thomas Howard

Peoria Tech Lawyer

Tom Howard started his first techology company in 2014, this website was built by his current one, Stumari – ask him about your company’s technology today.

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Examples of RegTech Helping Business

Let’s get to our examples – we will throw in a bonus 4th example, which is the website that I worked on until spinning it off for helping with applying technology to immigration procedures.

Key Takeaways

  • RegTech is the subsector of technology that streamlines compliance for financial, insurance, healthcare, cannabis, or any industry that has to deal with cumbersome regulations.
  • RegTech mostly works for help companies in compliance, reports, or monitoring business practices to ensure regulations are met.
  • The internet and connected devices have spurred development in RegTech and this trend is new, fast growing and likely to continue.

How RegTech Helps Cannabis Compliance

Cannabis laws have not been as complicated as they are now in decades. Each state has its own laws, each city, and increasingly the federal government treats cannabis differently, whether it is hemp, medical, or adult use marijuana.

Long story short, cannabis is the perfect industry for RegTech.  Enter the business helping new cannabis businesses comply with the new laws the various state governments are passing, and the evolving federal landscape: Adherence Compliance.

Stared in 2014, Adherence Complaince begain as Adherence Colorado, but as legalization spread across the US, more businesses needed help complying with the various legislative frameworks.

Today, Adherence Compliance helps not only businesses, but also state and local governments, keep their license holders in compliance.  One of their business models is to get the contracts with governments, but pass the costs for their services to the cannabis-related legitimate businesses, which ends up to be a savings for their complaince.

For more, please visit their website:

How RegTech Helps Healthcare.

The Health Insurance Portability and Accountability Act, better known by its acronym, HIPAA, is a very complex and difficult system designed to help people keep their healthcare information private.

Most companies in the healthcare space fail to comply with it, or have to pay expensive lawyers, or full time staff, to comply.  Failure to comply with HIPAA carries very oppressive penalties that drive the consolidation in the industry due to the risk and the cost of the compliance.

An expensive and cumbersome regulatory framework required for healthcare providers, this is exactly the use case for RegTech.  Some compliance software helps not only what is known as a “Covered Entity” under HIPAA comply, but also what is called their “Business Associates.”

Healthcare is huge business, and gaining access to the sector often means facing HIPAA compliance. As such, what is the startup supposed to do when trying to get their company off the ground in the healthcare sector? Pay tens of thousands for a compliance officer’s salary?  Dump it onto their general counsel?  Or, pay a software company a fraction of that for a license to use their software for a year?

Companies like Compliancy Group can offer something besides the software to help keep companies in compliance with HIPAA’s regulations, it can also help optimize their offerings with the data of its users. A RegTech company has a treasure trove of data about their clients and the problems that they may face in staying compliant.  This provides the basis for new features and updates, but also leverages the best practices that humans on an individual scale simply cannot do.

A general counsel for a healthcare company that doesn’t use a RegTech company to cover their HIPPA complaince faces worse outcomes and higher costs.

RegTech Helping Governments Issue Permits

One of the startups that is trying to fix the problem of issuing licenses and permits is CivicServ.  After I made my first app, I turned toward building software for lawyers that I thought could be coded and I settled on immigration applications. When looking for examples and coders, I found the people beind DevBright, which founded CivicServ.

My Work Visas Solutions, regtech for immigration applications and compliance after the visa holder has been issued, is waiting for my practice to grow to include an immigration lawyer that can fulfill the orders we would get with our SEO services and amazing marketing.  Some of the companies miss that aspect, but their value is clear.

RegTech helps companies comply with the law so they can focus on their business.

The RegTech companies we discussed:

  • Adherence Complaince
  • Compliancy Group
  • CivicServ
  • Work Visas Solutions

If your company has compliance issues, or is facing another technology issue, feel free to call us. 

Our experience in the technology space is beyond what 99% of other business lawyers can provide – plus our SEO is way better so we can help you get more leads.

RegTech Conventions

Unsurprisingly, Germany hosts the mother of all RegTech conventions, but many popular ones are held in the US. While they tend to gravitate toward the FinTech umbrella.  Here’s a list of the industry RegTech Events.

  1. Bearing Point
  2. Comply 2019
  3. know 2019
  4. Global List

Thomas Howard was on the ball and got things done. Easy to work with, communicates very well, and I would recommend him anytime.

R. Martindale

Illinois Hemp Lawyer

Illinois Hemp Lawyer

  Our Illinois Hemp Lawyers have written extensively on the first new agricultural commodity of the 21st century - hemp - over on our sister website focusing on our cannabis law practice - www.CannabisIndustryLawyer.com. Illinois Hemp Farmers & Processors...

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Thomas Howard has built software for regulatory compliance before and knows how to help other businesses in the same boat.  Call (309) 740-4033 to talk to him.

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Illinois Hemp Lawyer

Illinois Hemp Lawyer

Illinois Hemp Lawyer

Final Illinois Hemp Rules Released

 

Our Illinois Hemp Lawyers have written extensively on the first new agricultural commodity of the 21st century – hemp – over on our sister website focusing on our cannabis law practice – www.CannabisIndustryLawyer.com.

Illinois hemp Lawyer

Illinois hemp application bot

Illinois Hemp Farmers & Processors Need a Business Lawyer

For answers on the confusing term “agent”  discussed below – you can find the 2nd Notice Filing and Responses to Public Comments – Linked Here. 

Call Cannabis Attorney Thomas Howard at (309) 740-4033.

Want to Get a Hemp License

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Thomas Howard

Thomas Howard

Peoria Hemp Lawyer

Whether you’re growing and processing your first crop of hemp, or your 4th, we can help you in Illinois.

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Final Illinois Hemp Rules Released

Approximately one month after the public comment period ended for the first draft of the Illinois Hemp Regulations, the State has released its final version.

Now you can read them yourself

– Hemp Rules Link

We are going to discuss the new rules, which could be the final rules.  Currently, the State calls them the Industrial Hemp Rules With Second Notice Edits.

For more about the procedure of releasing regulations, or rules, after a law is passed – watch the video above.

Illinois Hemp Application Rules

In Illinois, two main hemp applications are covered by the rules – the cultivators’ license, and the processors registration.

The first draft of the rules required any person that either grew (cultivated) or manufactured (processed) hemp needed a license.

However, the first draft of the Rules did not make it clear if each and every employee of the company growing or processing hemp required a separate license.

Think if each and every employee at the local bar required a liquor license – how much more expensive would your drink order become?!

But, unlike your drink order, CBD rich hemp cannot make you intoxicated.  So when reading the newly revised rules.  We caught the attention of a few new terms and what they may mean.

New Changes to Hemp Rules

The newly added terms in the Hemp rules are in red line – and one of them is the new term of art – an “agent.”

An “Agent” is :

“Agent” means any family member, employee, contracted employee, or farmhand of a licensed or registered hemp cultivator or processor.

This is a new term under the rules.  We did not use the red-line version right here, but if you look at the rules link – you will see it in red. This new “Agent” term creates a very burdensome and expensive reading of the rules.  Let’s explain.

Section 1200.20 General Provisions

The general provsions of Illinois Hemp’s regulations provides that:

No person shall cultivate (or process) industrial hemp in the State without first receiving an Industrial Hemp Cultivation License (or registration to process) from the Department.

The next questions is, okay, if each person requires a license or registration to either grow or process hemp in Illinois, then how is “Person” defined under the regulations.

A “Person” defined under Hemp Regulations in Illinois.

You can find the answer in the definitions section – a “Person” is defined as:

“Person” means any individual, partnership, firm, corporation, company, society, association, the State or any department, agency, or subdivision thereof, or any other entity, or the agent thereof.

Does each Employee Require a Hemp License or Registration?

Illinois hemp rules second draft

WTF does that mean?

Because each “person” that handles or grows hemp requires a license or registration to do so in Illinois, and the definition of the term “person” includes the newly defined term “Agent,” then we have a legal conclusion confronting us.

Does each employee – or even family member – count as an agent, which is a person – who all require a license or registration to either grow or process hemp?

Agent should me one license (or registration) per business location.  If you read the comments to why they added the term “agent” it was to help address the issue of licensing all employees and provide clarity – but as you see it does not happen by only reading the rules, you also have to read the commentary on the rules to get the intent of the agency.

How to Start Your Illinois Hemp Application

The vast majority of the information required to complete your business’ Illinois hemp license application is available online. 

We wait for Illinois to produce their official form of application to be able to help our clients make sure their application is correct.

We are also in close contact with the State of Illinois regarding the scope of the licenses and registrations to see if the newly introduced terms may come onto the scene.  For now it appears that Illinois will be starting to take hemp applications very soon.

So call now to start your Hemp application – right now.

 

Want to Get a Hemp License?

We are helping businesses like yours get into the fast growing Illinois Hemp market.

Thomas Howard was on the ball and got things done. Easy to work with, communicates very well, and I would recommend him anytime.

R. Martindale

Illinois Hemp Lawyer

Illinois Hemp Lawyer

  Our Illinois Hemp Lawyers have written extensively on the first new agricultural commodity of the 21st century - hemp - over on our sister website focusing on our cannabis law practice - www.CannabisIndustryLawyer.com. Illinois Hemp Farmers & Processors...

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Attorney Modification Clauses & Your Real Estate Sale Contract

Attorney Modification Clauses & Your Real Estate Sale Contract

Attorney Modification Clauses

They let you cool off.

Has it been 5 days Already?

 

Relax.  You probably blew the deadline & were none the wiser.

Chances are that you signed a real estate purchase contract and are having second thoughts.

Sometimes realtors like to confuse you and say you should put in an offer – well, that means a contract.

So see what Peoria Real Estate attorney, Thomas Howard has to say about a clause in the contract that allows for attonreys to disapprove.

You can call Attorney Thomas Howard at (309) 740-4033.

Questions?

Your case needs strategy – for the right case, we give a free one hour session. Get yours today.

Thomas Howard

Thomas Howard

Peoria Real Estate Lawyer

Whether you’re a bank or distressed asset purchaser, Thomas Howard can help you quickly recover on your loans.

Peoria Office Address

Public Policy Behind Attorney Modification

Sometimes people fall in love at first sight, but not just with people. A person shopping for a house may fall in love with a home, and put in an offer, but only to later realize she or he has been entered into a binding contract. 

Let’s run through the fundamentals of a contract in the context of a home sale & how an “attorney modification clause” can help you get out of the contract with some help.

A contract had 3 basic elements

Attorney Modification Disapprove

He Does Not Approve

  • Offer & Acceptance: When you put in that offer on the house, you actual began to form half of the deal.  If the seller accepts your offer on the house, you’re hooked.  So when shopping for a home and making an offer, lower your expectations – and increase the chance of your rejection so you can think it over better.
  • Consideration: This is money.  You offered to pay ‘x’ dollars for that house – if we assume that you offered to pay the statistical average price for the home – $199,200 is what you are going to pay because according to Google that pointed to a CNBC article claiming that is the median price for the home in the United States – believe it or not.
  • Meeting of the Minds: This is the most complex of the three basic contract elements.  It is where a lot of the disputes occur.  Some people think they are buying apples, when instead they are buying oranges – and they never would have bought an orange had they known.  Mistakes of fact happen fairly often.

Attorney Modification & Public Policy

Most people that buy a house and get in trouble are lacking in home buying experience.  So to protect these first-time and novice homebuyers, public policy has worked into many of the forms of residential sales contracts an Attorney Modification clause that gives each party the right to have their attorney review the contract.

If your attorney does not approve of the contract within a very limited period of time, in Peoria Illinois it is five days, then it can be canceled.  Often the price cannot change because the clause itself states the rights.

Your contracts mean what they say

A court of law does not exist to make the deal for you.  That is between the private parties that enter into lawful, legally binding contracts.  

Why one of the most American things you can do is make a deal.  But be careful when getting into them – because a deal rushed into may be a costly error.

In real estate law, there is a saying.  “There are no small problems when it comes to real estate.”  So be careful, and have your attorney consult with you immediately after you signed the deal to confirm you want the deal before the attorney modification period expires. 

If you have a contract dispute, call our offices at (309) 740-4033.

 

A commercial loan workout attorney with over ten years experence – Thomas Howard answers your questions in the video below.

Thomas Howard was on the ball and got things done. Easy to work with, communicates very well, and I would recommend him anytime.

R. Martindale

Illinois Hemp Lawyer

Illinois Hemp Lawyer

  Our Illinois Hemp Lawyers have written extensively on the first new agricultural commodity of the 21st century - hemp - over on our sister website focusing on our cannabis law practice - www.CannabisIndustryLawyer.com. Illinois Hemp Farmers & Processors...

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What to Know about Good Faith or Bad Faith – an illustrated easy guide

What to Know about Good Faith or Bad Faith – an illustrated easy guide

Good Faith Is Business

What Does Good Faith Mean?

good faith

good faith

The implied covenant of good faith and fair dealing is implied in every contract.  The implied covenant of good faith and fair dealing is what makes business work.  It requires people to deal with one another fairly.  Businesses and people can trust each other to enter into contracts because good faith requires them to help them get the benefit of their bargain.

Attorney Thomas Howard has helped clients for years enforce their rights under contracts.  And each and everyone of those contracts had something in common – but it was not a term written into any of the contracts.  Our business attorney have helped countless clients with their contracts, below he explains good faith in an easy to understand and Illustrated way.   You can call him at (309) 740-4033.

Questions?

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Thomas Howard

Thomas Howard

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A commercial loan workout attorney with over ten years experence – Thomas Howard answers your questions in the video below.

The Duty of Good Faith & Fair Dealings

Any party to a contract has an unwritten duty to help the other party obtain the benefit of their end of the bargain.  A benefit of the bargain is what you get out of the deal.  Let’s take a quick second to explain the very basics of what forms a contract.

A contract had 3 basic elements

Contract Basics Offer Consideration Acceptance

  • Offer & Acceptance: This is what you buy. Pizza, coffee, plumbing, Netflix, or even legal services.  The offer is what the seller in the contract brings to the table.  It brings the buyer in the door.  The Buyer is accepting the offer.
  • Consideration: This is often money.  In the picture, the coffee is $3.50.  The consideration is two-way, however.  The offer is a consideration as well.  The pizza is half the deal, so is the NetFlix subscription.  Very often the consideration is goods or services in exchange for payment of money.
  • Meeting of the Minds: This is the most complex of the three basic contract elements, and where Good Faith resides.  The intent of the parties to the contact is important. Both intended to get what is called the “benefit of their bargain.” This means you do not get tricked into the deal. You are not making a mistake regarding the terms of the contract.

Meeting of the Minds and Good Faith

Would you enter into a deal to buy a house if you knew every time it rains the basement floods with 3 feet of water?  Perhaps you would if you negotiate a discount for installing a dewatering system.

But would you buy the house with the leaky basement if you did not know about it?  That’s where people get into trouble because they feel as if they are tricked. 

They lacked the requisite meeting of the minds on the deal because if the buyer knew about the basement flooding, he never would have purchased the house.  That is a lack of meeting of the minds that gets to the heart of contract formation.

What if the seller knows about the water in the basement, and lies on the disclosures and says that to the best of his knowledge there is no water in the basement? 

That is fraud, a/k/a bad faith.  The Seller lying about the leaky basement injured the Buyer.  The Buyer can sue the seller for fraud and recover the damages.  The damages would be the cost of repairing the leaky basement.

Interference in the Contract – Bad Faith

The “duty of good faith and fair dealing requires the party vested with contractual discretion not to injure other parties to the contract by action or omission and not to act inconsistently with other parties’ rights.” Id, citing Brzozowski v. Northern Trust Co., 248 Ill.App.3d 95 (1993).

Sometimes contracts have certain rights that may spring into effect.  These are called contingencies. For example, take your employer’s stock price.

Imagine your job has a contract to that will pay you a bonus if you do a great job and the stock price rises above $100.  If that happens, your employer will pay you one-million dollars.

one million dollars

You have 3 months to get the stock price above $100, and you’re doing amazing!  But your company does not want to pay you. They notice that your contract requires their help. 

Instead of helping you maximize profits, the company sits back and waits and takes no action. If the company does not do their part, you will fail and not get your bonus.

The duty of good faith and fair dealing requires the company to help you hit your target when they must cooperate to do so. The company cannot interfere, not help, and put you in a position to fail, then say you did not earn your bonus. 

That is performing the contract opportunistically to deprive you of your one million dollars.

Good Faith Case Law Round up

  1. A party cannot take advantage of a condition precedent the performance of which he has helped render impossible. Barrows v. Maco, Inc., 94 Ill.App.3d 959, 966 (1st 1981).
  2. Bad faith, or opportunistic advantage-taking, is the lack of cooperation depriving the other contracting party of his reasonable expectation. Hentze v. Unverfehrt, 237 Ill. App.3d 606,(1992).
  3. A party that participated in the hinderance of the condition, and they may not now claim the benefit of the failure of the required event. Yale Development Co. v. Oak Park Trust & Savings Bank, 26 Ill.App.3d 1015 (2nd 1975).

Good Faith Means You Do What You Promised

To conclude, good faith helps our economy have trust in the trillions of dollars of contracts that we depend on in our daily lives. 

As the American Bar Association said in their blog,

The theory behind this principle is that a party cannot interfere with or fail to cooperate with your performance and then complain about it.

From the pension funds, to pizza orders, and everything in between, all depend on good faith and fair dealing in their contracts.

So if you ever get the advice to take a dive, or to not perform your end of the bargain – you may have to explain to the person that you have a duty of good faith and fair dealing to live up to your end of the bargain.

You may also want to avoid doing business with them. 

If you have a contract dispute, call our offices at (309) 740-4033.

 

Thomas Howard was on the ball and got things done. Easy to work with, communicates very well, and I would recommend him anytime.

R. Martindale

Illinois Hemp Lawyer

Illinois Hemp Lawyer

  Our Illinois Hemp Lawyers have written extensively on the first new agricultural commodity of the 21st century - hemp - over on our sister website focusing on our cannabis law practice - www.CannabisIndustryLawyer.com. Illinois Hemp Farmers & Processors...

What does Good Faith mean?| Good faith is for business| Tom Howard

Need A Workout Lawyer

Thomas Howard has completed dozens of loan workouts and helped financial institutions recover the collateral base.  Call (309) 740-4033

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