Business Entities and Commercial Transactions

Noonan & Lieberman focuses on serving small and medium sized privately owned businesses. We help clients form and maintain business entities required for their business operations. In drafting, negotiating and reviewing transaction agreements, our attorneys help clients identify exposure to legal risk and offer alternatives to avoid or mitigate risks. Our attorneys also assist clients in performing comprehensive due diligence reviews of counterparties and of purchased assets, both pre-closing and post-closing. Our goal is to provide our clients high quality, cost efficient legal service that help clients succeed and grow.

Business Entities Formation & Maintenance

Our attorneys assist clients to choose the right business structure for the intended business operation. We help clients form, maintain and dissolve various business entities, including: corporations, partnerships and limited liability companies. We help clients in drafting, reviewing and negotiating simple and complex documents and agreements relating to entities formation, maintenance and dissolution, including:

  • Buy-sell agreements
  • Corporate Bylaws
  • Contribution agreements
  • Dissolution agreements
  • Entity formation, amendments and dissolution documents for filing with the applicable secretary of state
  • Entity operational documents, including proxies and resolutions
  • Entity restructuring agreements
  • Joint venture agreements
  • Membership interest, partnership interest or stock purchase agreements
  • Membership interest, partnership interest or stock repurchase agreements
  • Member, partner or shareholder agreements
  • Operating agreement for limited liability company (LLC) and partnership

Financing and Investment

We help small and medium sized privately owned businesses raise private capital in exempt offerings to finance their operations or invest in other business enterprises. Our attorneys assist clients in drafting, reviewing and negotiating various financing and investment instruments, including:

  • Investment agreements
  • Loan agreements, credit agreements, and notes
  • Membership interest, partnership interest or stock purchase agreements
  • Private placement memorandums
  • Subscription agreements
  • Venture capital agreements

Our attorneys advise clients on federal and state securities regulation implications related to exempt private capital transactions.

Mergers & Acquisitions

Our attorneys help small and medium sized privately owned businesses purchase and sell assets or merge business entities. We assist clients in drafting, reviewing and negotiating mergers and purchase and sale of assets transactions, including:

  • Asset purchase agreements
  • Entity merger documents for filing with the applicable secretary of state
  • Letters of intent
  • Membership interest, partnership interest or stock purchase agreements
  • Merger agreements

Commercial Transactions

Our attorneys help clients in drafting, reviewing and negotiating various business transactions, including:

  • Marketing and joint marketing agreements
  • Nondisclosure, non-compete agreements
  • Data protection and privacy agreements
  • Distribution agreements
  • Equipment purchase agreements
  • Fulfillment agreements
  • Services agreements
  • Independent contractor agreements
  • Licensing agreements
  • Third-party vendor services agreements

Learn more about Real Estate related agreements ยป