Category: Corporate Deals

Avoiding a difficult corporate divorce: BG partner Jeff Craven recently served as counsel for the leader of a top D.C. media strategy and public affairs company who wished to buy out her two partners when their vision for the company was no longer aligned, which was complicated because the Operating Agreement didn’t provide sufficient guidance for the “corporate divorce.” A mediation also failed.

Jeff, and lawyers for the other partners, organized a structured process to draft a detailed Letter of Intent which, once executed, was easily converted to a Settlement Agreement and Release. The terms allowed our client to purchase the other two owners’ interests, largely on a deferred basis and with appropriate security devices and reasonable restrictive covenants that gave each party confidence that the longer-term outcome contemplated under the Agreement would be realized.

Through this process, the parties avoided litigation by finding a creative, balanced solution that allowed the parties to divide the assets while maintaining the business’s value.

Jeff Craven commented: “It’s often best to find a way to air out differences and identify counsel who can construct a creative and balanced approach where nobody is entirely happy and each party gives a little, but everyone can point to an important element of the deal that is valuable to them. As with marital assets, finding common ground can be dicey, but by being honest about what’s most (and least) important, creative counsel can help frame a way to divide the assets and craft a path forward so that the value of the business can be maintained, even as its pieces are held separately, and even on a secured debt basis.”

“The alternative, litigation, is almost always more upsetting and expensive. This is also a good reminder for entrepreneurs that having an Operating Agreement that covers the operating of an entity as well as its dissolution (in all of its forms) is a best practice,” he added.

Jeff understands the many lifecycles that companies experience and handles the beginning, middle, and end of many corporate issues. He also regularly acts as a fractional Outside General Counsel for companies who don’t need a full-time in-house counsel yet have sophisticated operations that could use sage corporate counsel.

For more about Jeff, visit here.
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Jeff Craven

The 1970s rock band The Eagles had a verse in their hit Hotel California: “You can check-out anytime you’d like, but you can never leave.”

While Amazon sellers do not face quite the same predicament envisioned by the Eagles, you may feel a bit like you’re trapped in your own “Hotel California” because selling your Amazon business is not a simple process.

Your Amazon Services Business Solutions Agreement (“Agreement”) mandates that “You may not assign this Agreement, by operation of law or otherwise, without our prior consent.” Amazon is well known for not granting consent, at least not with any sense of urgency. You are, however, permitted to assign your rights and responsibilities under the agreement to an Affiliate, (any other entity that is under common control with the Amazon Seller) so long as you remain liable for obligations that arise prior to the assignment.

But if your proposed buyer is not an Affiliate – and they rarely are – you could conclude that the Agreement leaves you without control of your destiny. Not so. Continue reading “Selling Your Amazon Business? Not So Fast!”