Business / Corporate
Perseverance and Reward
Throughout a long-term relationship with a locally-based manufacturer of pigments for the construction industry, we essentially acted as “outside general counsel” for the company, providing legal advice and counsel spanning basic corporate governance, arrangements with key customers and suppliers, licensing and royalty agreements, borrowing arrangements and employment issues. When the principals elected to sell the business, we assisted in maximizing value for the business and its shareholders in the sale transaction. We negotiated and advised on issues surrounding the sale including the form of transaction, the preliminary letter of intent, the purchase agreement and the ongoing responsibilities and relationship with the purchaser. The presence of an unproven but potentially valuable patent produced a myriad of issues in the consideration, representations, warranties, covenants and obligations under the purchase agreement and a complicated royalty arrangement after the sale.
We were able to successfully navigate a difficult and lengthy negotiation over several months to arrive at an agreement that secured value for the client at closing but also provided significant potential upside post-closing.
We were able to successfully navigate a difficult and lengthy negotiation over several months to arrive at an agreement that secured value for the client at closing but also provided significant potential upside post-closing.