May 10th, 2008
As many of you know, I have been part of and worked with many law firms prior to forming my own practice. When I created Gonzales Law Firm, I intended to fashion a unique practice reflecting my personal values. The practice was progressing nicely during the fall of 2007.
Along came a unique firm, Garcia Calderon Ruiz, LLP, which had recently formed in San Diego, San Jose and Los Angeles. GCR has been highly successful during its two-year existence, with clients enthusiastically endorsing their experience with first-rate legal services offered by the GCR attorneys. Interestingly, GCR emphasizes smaller offices in multiple cities connected through internet-based technology. The firm offers to its clients attorneys with “first rate minds and first-rate hearts.”
In short, the GCR firm’s values encompasses those which formed the basis of Gonzales Law Firm, and provides a platform for my practice offering greater resources to my clients.
GCR has jumped with both feet into the Denver community, and I am proud to be a part of GCR in its new Denver office. Please visit our web site, http://www.gcrlegal.com, or stop by our downtown Denver office, staffed by Loretta Martinez, Dolores Atencio, Yvonne Rico and myself. The story of GCR is fascinating, and we are happy to share the details with our friends and visitors.
Richard Gonzales
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February 23rd, 2007
My client, the buyer, was excited, but also confused. He had decided to buy a business and met with the current owner and the broker. “They tell me attorneys get in the way, take a long time and are expensive. They really don’t want me to use legal counsel. They are ready to sign a bill of sale and give me the business. What should I do?”
Sometimes the seller just wants to avoid legal documentation, take the money and be done. If there are only a few pieces of equipment, a name, and some inventory, it is feasible that this “quick and dirty” approach will work. But if the business is encumbered by a tax lien, a missing permit or any of a number of other potential problems, the buyer may inherit a liability or find that a key item has not been included. Minimizing this risk is the job of an experienced business acquisition attorney. Large corporate buyers pay tens or hundreds of thousands of dollars or more to obtain advice from law firms on avoiding a myriad of potential legal problems associated with buying a business. A simpler and less expensive approach is necessary for those clients with more budget constraints.So how many and what kinds of legal documents are necessary for the mid-sized or small business owner who is looking to buy a business? Each situation is different and depends on the client’s goals and the type of business being purchased. But properly drafted legal documentation serves many purposes, some of which are as follows:
A description of the basic purchase transaction, the purchase price, when it is paid, and what is received in return.
A list of all the business assets, including key contracts, licenses, or permits that are crucial for running the business. Other items might include the name, customer lists, accounts receivable, deposits, and lease rights or property deeds.
Assurance that there are no other parties who own or have liens on the business, or who must give permission to allow the seller to sell the business.
An inspection period so that the buyer can review financial records, sales, tax returns, contracts, leases and other legal documents. This often is necessary for the buyer to confirm that the business is worth the money being paid. If an unexpected problem is discovered, a properly written purchase agreement allows the buyer to either get the problem resolved or withdraw from the purchase transaction.
Whether the seller or key employees will be available to assist the buyer in running the business after the closing.
Warranties or representations by the seller about the business (such as the crucial warranty that no one else owns or has a lien on the business).
Agreements on tax filings, announcements, and anything else that needs to be done after closing.
These are just a few examples out of many items that need to be addressed, depending on the buyer’s desires and the outcome of negotiations. With the legal expertise of qualified counsel, the purchaser of a business has the piece of mind that she or he has purchased the business as described, and not a bill of goods.
Richard Gonzales, Gonzales Law Firm, LLC, provides responsive and personalized legal advice for businesses of all sizes needing a real estate or business attorney having experience with deals of varying size and complexity.
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January 28th, 2007
Gonzales Law Firm, a Colorado law practice, provides innovative, executive-level legal and consulting services for the corporate and real estate needs of businesses and individuals. Richard Gonzales personally gives undivided attention to each transaction, emphasizing thorough understanding of the client’s goals, providing over 24 years of experience structuring and negotiating commercial transactions, and preparing legal documentation with precision and clarity. His expertise covers the full range of business transactions: commercial leasing, real estate development, real estate finance, mergers and acquisitions, corporate finance, commercial lending (representing both borrowers and lenders), formation of business entities, and general advice on contractual or business legal issues.
In addition to his extensive business and real estate transactional background, Richard’s experience as general counsel in enable him to understand and honor your needs for budget management, quick responses to urgent deadlines, and litigation prevention through effective management of business and employment disputes.
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