Transactions
Contract drafting and negotiation:
Fabian, LLC offers a wide range of contract drafting and negotiation services. Our experience includes drafting and negotiating contracts for retail and wholesale distributors, consumer and business-to-business service providers, software developers, Internet companies, music industry players, sports agents, and more. Examples of contracts we can draft and negotiate include: independent contractor agreements, work-for-hire contracts, software licenses, copyright and trademark licensing agreements, sponsorship agreements, franchise agreements, asset purchase agreements, operating agreements, partnership agreements, and domain name transfer contracts.
Forming entities and negotiating relationships:
From forming a single-member LLC to selecting the structure and negotiating agreements for a complex venture capital-based business enterprise or strategic alliance, we can provide all of the necessary legal services to establish your new company. After we discuss and you settle on all of the key terms of the relationship, we will take care of all necessary regulatory and governmental filings, and keep track of all deadlines to make sure that annual reports and other mandatory filings are timely filed. For corporations, we can assist in keeping track of and satisfying the myriad formalities that must be met in order to maintain your limited liability protection. Does your proposed relationship or investment structure implicate federal securities issues? We can help you decide, and then draft your Private Placement Memorandum or structure the deal as necessary in order to avoid the associated regulatory burdens. Click here to read more about business formation and choice of entity.
Asset purchase agreements (including seller-financing) – drafting, review, negotiation:
We can draft or review and negotiate your asset purchase agreement to make sure that your interests are protected, whether you are the buyer or seller. We will make sure the agreement includes adequate representations and warranties to protect you from unintended retention or assumption of liabilities relating to the purchased assets, and we will make sure that all appropriate representations and warranties are incorporated into the agreement. We will ensure that all necessary intellectual property transfers are properly documented and recorded, and we will review and negotiate all leases, vendor contracts and other agreements to make sure your rights are protected following the sale. If the deal involves seller financing, we will prepare and negotiate the necessary documentation.
Stock/member interest purchase agreements (including financing) – drafting, review, negotiation:
In certain cases a stock or member interest (for LLCs) purchase agreement may make the most sense for a proposed business sale or acquisition. We will analyze the business and your intentions for running the business to determine the appropriate way to structure your transaction. We will then prepare and negotiate the necessary agreements to ensure acquisition of the intended rights and interests, and to ensure appropriate treatment and apportionment of outstanding and potential liabilities.
Lease review and negotiation:
We can review and negotiate initial or renewal leases for your business location. We will work closely with you throughout the process to make sure that your particular interests are served in the final lease agreement.
Employment and other business agreements:
We can draft employment agreements, independent contractor agreements, membership agreements and other contracts for the day-to-day operations or extraordinary transactions of your business.
Negotiating and mediating agreements and disputes:
If you have a dispute with another member, partner or shareholder of your company, we can represent you in negotiations or mediation proceedings to protect your rights or enforce the other parties’ obligations.
