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We'll discuss the preliminary agreements associated with the purchase and sale of a business, such as non-disclosures, term sheets, and letters of intent.

For the purpose of this series, we’ll refer to the party selling the company as the owner, and the party acquiring the company as the purchaser. If you read about these transactions in other blogs or articles you might find the selling party referred to as the target company and the acquiring party as the acquirer.

In the preliminary stages of the purchase and sale of a business there are a few primary concerns: (1) the owner wants to make sure that the potential purchaser is serious, (2) the owner wants to make sure the secrets of his or her business are not compromised, (3) the purchaser wants to make sure the owner is serious about selling the business, and (4)…

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We've put together a blog series to let you know how the purchase and sale of a business process works.

The purchase and sale of a business is one of the most important transactions for business owners. We’re starting a blog series to let you know more about how the process of purchasing or selling a business works. As a side note, lawyers often call these types of transactions mergers and acquisitions, especially when referring to transactions involving extremely large companies. Mergers and acquisitions are essentially just the purchase and sale of a business but generally on a larger scale and with more moving parts.

We’re going to discuss the purchase and sale process from start to finish. For each post we’ll explain what’s at stake and how legal counsel can help you. For this series we have scheduled posts on…

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inVigor Law Group has opened its doors at its new Tacoma office, which will serve the greater Tacoma business community.

We are excited to announce that iVLG will now be serving the Tacoma business community. In an effort to expand the territory we cover and the businesses we able to serve, we have opened an office in Tacoma. Our Tacoma office will offer the same quality services as our current inVigor Law Group offices, as well as the same transparent flat fees and accessible attorneys. Tacoma clients will work primarily with Ryan Hogaboam, who is Of Counsel to inVigor Law Group. Want to get to know Ryan a little better? Stay tuned for our Q & A with Ryan.

In the meantime, check out the new Tacoma website and spread the word that iVLG has expanded its reach to the Tacoma…

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The City of Seattle recently settled the on-going dispute with Yellow Pages over the dissemination of unwanted phone books.

The City of Seattle and the yellow pages publishers have reached a tentative agreement in which Seattle will pay the publishers $500,000. The settlement comes as part of a claim that the City of Seattle violated the publishers’ free speech rights. The city lost the case in the U.S. Supreme Court in October, and has chosen not to pursue an appeal. The 9th Circuit Court of Appeals ruled that a city ordinance violated the publishers’ free speech rights.

The city ordinance created an opt-out registry for unwanted phone books and charged publishers a disposal fee for recycling costs. The 9th circuit panel rejected Seattle’s argument that the yellow pages are commercial speech and not subject to the First Amendment protections. Seattle…

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Today's post discusses recent cases that have triggered a growing discussion about the whistleblower protections under the Dodd-Frank Act.

Recent cases have triggered a growing discussion about the whistleblower protections under the Dodd-Frank Act. Most believe that the regulations under Dodd-Frank are here to stay (at least another four years) now that President Obama has been reelected. With new regulations comes new judicial interpretations of the regulations. These judicial interpretations often broaden or narrow the scope of the regulation and can have profound impacts depending on the nature of the interpretation. In today’s post, we’ve highlighted the general characteristics of the two major whistleblower protections under Dodd-Frank and how recent cases have expanded these protections.

The Bounty Program
Under Dodd-Frank, whistleblower’s can receive cash for sharing information with the SEC or Commodity Futures Trading Commission concerning any misconduct that falls under…

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Today's post discusses a recent article that is essentially a call to reform copyright laws, restructuring our copyright laws to the pre-1978 rules.

I recently came across an article that made a call for a reform to the laws that govern copyrights, namely a return to the copyright laws in effect prior to 1978. I found the article especially interesting because it isn’t often that you come across people advocating for restoring laws from pre-1978. We’re a society of forward-looking individuals (or at least that’s what many of us claim) that rarely look to our past for the “best” answers. But this article makes a few strong points in advocating for restoring the prior copyright laws.

The author notes that creativity is central to the prosperity and progress of our society. She notes that copyrights give artists, authors, and other creators a financial incentive…

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Today, Apple CEO Tim Cook called Greenlight Capital's lawsuit a "silly slideshow" while speaking at a Goldman Sachs investor conference.

Last week we wrote about Greenlight Capital’s lawsuit against Apple Inc. The hedge fund manager David Einhorn filed the lawsuit to contest Apple’s proposition to eliminate the board’s ability to issue preferred shares without shareholder approval. Today, Apple CEO Tim Cook called the lawsuit a “silly slideshow” while speaking at a Goldman Sachs investor conference.

Cook noted that the disagreement between Einhorn and Apple stems from a proposal on Apple’s proxy statement which it filed with the SEC in December. The crux of the dispute centers around how to issue preferred stock and who is able to approve new shares. The proposals in the proxy statement come as part of Cook’s plan to improve the corporate governance of Apple.

Cook stated, “So…

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Today's post discusses some of the general characteristics of preferred stock and some of the key terms that affect the value of preferred stock.

We’re following up Thursday’s post about Apple’s attempt to prohibit the company from being able to authorize preferred stock by amending its charter documents  with this post, which discusses some of the general characteristics of preferred stock and some of the key terms that affect the value of preferred stock.

General Characteristics of Preferred Stock

Preferred stock is often considered a hybrid security as it offers features of both bonds and common stock. For example, preferred stock is like a bond in that it typically has a fixed-percentage dividend, and it is similar to common stock in that the preferred holder cannot receive a dividend unless it is earned and declared by the corporation. Traditionally, private equity investors are keen on dividends….

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Greenlight Capital's David Einhorn is protesting Apple's proposed amendment to that requires shareholder approval prior to issuing any preferred stock.

According to a proxy statement issued by Apple Inc., the computer (and mobile device) giant has announced that it does not intend to issue preferred stock in the future and believes it is appropriate to eliminate an existing provision permitting the issuance of preferred stock at its discretion. The proposed amendment to the company’s governing documents would require Apple to seek shareholder approval prior to issuing any preferred stock in the future.

Greenlight Capital Inc.’s David Einhorn is protesting the amendment. Einhorn has been discussing creating preferred stock  that would be distributed at no cost to Apple’s shareholders and would provide significant dividends. He urges that to eliminate the board of directors’ ability to issue preferred stock without shareholder approval will…

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Anheuser-Busch InBev’s $20.1 billion proposed takeover of Grupo Modelo SAB came to a halt as the Justice Department filed suit to block the merger.

Anheuser-Busch InBev NV’s $20.1 billion proposed takeover of Mexican beer distributor Grupo Modelo SAB has come to a halt after the Justice Department has filed suit to block the merger. This suit comes as part of a flurry of civil antitrust cases, signalling what many some believe to be the Obama administration’s increased willingness to intervene in the markets.

Currently there are seven antitrust cases in litigation, the most ever at one time. A spokeswoman for the Justice Department stated, “if the parties are not willing to offer a remedy or enter into a settlement that resolves our competitive concerns, we are prepared to litigate.”

This attitude is in stark contrast to the Bush administration. There was far less emphasis on the…

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