Legal Issues in the Life Cycle of a Business

Presenter: Michael E. Slipsky

In this presentation, five major topics that relate to the life cycle of a typical start-up business will be discussed:  Entity Formation; Early-Stage Capital Raising; Employee Issues; Business Contract Issues; and Mergers & Acquisitions.

First, the topic about various kinds of limited liability entities that a business owner may select and why conducting business through a limited liability entity is an important means of protecting the owner’s personal assets will be addressed. Also, the questions such as where to form the entity and how professional licensing laws can impact entity formation, governance and ownership will be addressed.

Second, the discussion of capital raising will introduce basic principles of securities law compliance and how early-stage companies typically address them. Also, a summary overview of a typical private securities offering will be provided.

Third, although employee issues could easily be the topic of an entire presentation,  a high-level discussion of some employment-related issues that frequently arise for early-stage companies will be provided.  These include the concept of at-will employment, the enforceability (or lack thereof) of covenants not-to-compete, and incentive compensation plans.

Fourth, once a business is up and running, it will frequently need to enter into contracts with its customers, vendors, service providers, landlords and joint venture partners.  A number of issues that arise in the course of negotiating these kinds of business contracts will be discussed, including appropriate risk allocation provisions, anti-assignment and change-of-control clauses, personal guarantees and the potential importance of so-called “boilerplate” provisions.

Finally, what is oftentimes the end of a successful business’ life cycle—the sale of the business to an acquirer in an M&A transaction will be discussed.  Topics to be discussed include common transaction and financial structures, a summary of a typical M&A acquisition agreement, an overview of the M&A process, and certain post-transaction issues.

Representative Experience

• Represented seller in a strategic investment in a mortgage lending company
• Represented buyer in a $142.5 million equity purchase of a building products company
• Represented seller in an $18.5 million asset sale and equity rollover of a strategic communications agency
• Represented buyer in the acquisition of a North American Soccer League franchise
• Represented pharmaceutical company in a worldwide license to a global pharmaceutical company of a biomarker for the risk of Alzheimer’s Disease
• Represented a vaccine developer in a Series B Preferred Stock Offering
• Represented seller in a $110 million strategic acquisition of a consumer electronics company
• Represented seller in a $21 million asset sale of a sporting goods manufacturer
• Represented seller in a $5.8 million asset sale of an industrial machinery and equipment wholesaler
• Represented seller in a $29.6 million strategic acquisition of a medical practice
• Represented a multi-national corporation in a $750 million private placement and exchange offer of corporate debt

• Represented borrower in a $8.25 million mezzanine debt financing transaction of a global footwear supplier
• Represented a venture capital fund as purchaser in a series of emerging technology-related strategic investments totaling in excess of $20 million
• Represented a biopharmaceutical company as purchaser in a $160 million strategic acquisition
• Review, draft and negotiate various agreements, including, among others, consulting agreements, fractional ownership agreements for corporate aircraft, limited liability company operating agreements, shareholder agreements and stock and asset purchase agreements

Publications

Recent Development, Flagging Accommodated Testing on the LSAT and MCAT: Necessary Protections of the Academic Standards of the Legal and Medical Communities, 82 N.C.L. Rev. 811 (2004)
Corporate Board “Best Practices” Post Disney, Atlantic In-House Monthly, October 2005

Prior Legal Experience

Prior to joining Poyner Spruill, Mike was an Associate with Dechert LLP in Philadelphia from 2004 to 2005.

301 Fayetteville St., Suite 1900, Raleigh, NC 27601

e: mslipsky@poynerspruill.com | t:  919.783.2851 | f:  919.783.1075 | w: www.poynerspruill.com