Business Transactions

HBS offers comprehensive counsel for business transactions, from initial concept and strategy through negotiations, due diligence, contract and closing.

OVERVIEW | AREAS OF FOCUS

Overview

The attorneys of the Business Transactions Practice Group at Hall Booth Smith, P.C. represent companies in a broad range of business transactions – from initial formation to acquisitions, mergers and divestitures and most everything in between. Serving as a partner for our client’s needs and goals, we have represented individuals and companies of many different sizes – the family or founder looking to exit her business, the entrepreneur looking at his latest start-up or expansion opportunity, family offices, private equity investors, and closely and publicly held companies. Our approach is simple – build the right team to deliver the results our clients desire in a timely, efficient, and cost-effective manner.

Business Transactions come in many different forms and sizes and often implicate a variety different areas of the law. As a full service law firm, HBS puts the right deal team together to make sure our clients’ needs are met – from the early negotiations of a letter of intent through consummation of the transaction and post-closing integration. Here are a few examples of the services we provided:

Letter of Intent and Term Sheet Negotiations
Asset Purchase Agreements
Membership Interest Purchase Agreements
Stock Purchase Agreements
Due Diligence Management
Real Estate Title Matters
Corporate Formation and Registration
License, Certification, and Regulatory Compliance Reviews
Employment and Restrictive Covenant Agreements
Organization Structuring and Related Party Agreements
Corporate Financing
Enforceability Opinions
Services and Vendor Agreements
Customer Agreements
Real and Personal Property Leases
Intellectual Property Licensing Agreement
Shareholder and Operating Agreements
Corporate Governance

Areas of Focus

Farmland, Food, and Agribusiness

Our Business Transactions team has significant experience assisting family owned and investor-backed entities in the buying and selling of farmland, agribusinesses and food companies. Our specialized knowledge of the agricultural industry and the laws and regulations that impact such businesses allows us to provide practical and efficient advise and services to our clients. In agricultural mergers and acquisitions and related due diligence and integrations, some of the common issues we deal with include:

Agricultural overtime exemptions and other agricultural labor laws (e.g., H-2A)
Conservation Use Assessment Property Tax Covenants
Water Withdrawal Permitting
Food and Other Regulatory Licensures and Certifications
Agricultural exemptions to the Federal Motor Carrier Safety Regulations
Regulatory compliance (i.e., Packers and Stockyards Act, Perishable Agricultural Commodities Act, state agricultural bond acts, food labeling, food processing)
Federal Farm Programs
Federal Crop Insurance
Farmland and Hunting Leases
Solar Leases
Supplier Agreements

Healthcare

Our Business Transactions group regularly represents clients in a wide range of corporate and transactional matters involving long-term care facilities, hospitals, physician groups, and others in healthcare, including in the following areas:

Entity Formation and Initial Corporate Structures
Corporate Reorganizations
Mergers and Acquisitions, including both asset and equity acquisitions
Joint Ventures
Clinical Co-Management Agreements
Provider Networks
Clinical Integrations
Accountable Care Organizations (ACO)
Managed Care Contracts
Value Based Contracting
Electronic Health Record Implementation
Telehealth and Telemedicine
Financing, Loan, and Other Credit Facility Agreements
Supplier/Vendor Contracts (Service Provider and Recipient)
Real Estate Transactions
Commercial Leases (both Landlord and Tenant)

Dental

Our Business Transactions group regularly represents dentists in a wide range of corporate and transactional matters involving dental practices and dental transitions including in the following areas: