Business Acquisitions and Commercial Transactions


Business Acquisitions and Transactions

Mr. Padilla's commercial transactions and acquisitions practice area involves Business Acquisitions (which includes advising clients regarding the sale and purchase of an operating business entity), Joint Venture Agreements among partners or a group of entities in order to pursue a business concept or objective, and Commercial Agreements, which includes advising clients regarding Consulting Agreements, Representative Agreements, Distribution Agreements, Licensing Agreements, Agency Agreements, Sales Agreements and other agreements used by small and medium sized businesses.

Mr. Padilla and his team of legal professionals strive to achieve the client's goals in all commercial transactions and in today's litigious and competitive business world, it is important to have clear agreements with partners, suppliers, and other contracting parties. We believe that the purpose of the commercial agreement is not necessarily protection, but rather, the agreement is meant to ensure that the parties do not misunderstand each other and that all of the parties clearly understand their duties, rights and obligations.

Mr. Padilla and his partners have worked on numerous local and transnational projects and transactions. The attorneys that work with Mr. Padilla understand the complications of having documents in several languages and parties who speak different languages. These are the challenges and we seek to obtain solutions for our clients. The commercial transactions that the firm handles include:

  • Joint Ventures
  • Acquisition and Sale of U.S. Businesses
  • Organization of U.S. Enterprises
  • Investments in U.S. Projects
  • Franchise Arrangements
  • Other Commercial Matters

A principal aspect of the Commercial Transactions handled by Mr. Padilla is the initial organization of a business in the United States, including structuring the business, preparing shareholder agreements, and other business operation matters. In many cases, foreign nationals seek to develop a project or company together with local parties who may offer specific expertise and in such cases, a joint venture agreement may be appropriate. In connection with these types of transactions, Mr. Padilla has prepared a variety of contracts and agreements, including:

  • Distribution Contracts
  • Service Agreements
  • Representative Agreements
  • Shareholder Agreements
  • License Agreements
  • Joint Venture Agreements

Many clients requiring these services are foreign nationals who come to Miami and the South Florida area to establish a subsidiary or affiliate of their foreign companies, acquire a new business, such as a franchise or other established company, or simply organize a new business and, in many cases, immigrate. 

Over the last 10 years, Mr. Padilla and his team have handled over 200 business organizations, acquisitions and commercial transactions on behalf of clients from various parts the world. For example, the commercial transactions that Mr. Padilla has worked on include the following: 

  • Acquisition of a U.S. printing company by foreign investor for $230,000 in  connection with foreign investor's plans for the expansion of his foreign-based business.
  • Acquisition of substantially all of the assets of a restaurant business in North Miami valued at approximately $750,000 by U.S. restaurant operations conglomerate.
  • Acquisition of 52-room boutique hotel on Ocean Drive in Miami Beach for over $15,000,000 in connection with foreign hotel chain's plans to expand into the U.S. hotel market.
  • Acquisition of glass and mirror distributor for $400,000 by foreign nationals in connection with their immigration plans.

Business Acquisitions

As stated above, Mr. Padilla has been involved in numerous business acquisitions during his practice, including the purchase of small and medium-sized businesses as well as government privatizations. We pride ourselves in being able to bring a unique perspective to these types of transactions because of our extensive litigation and commercial law experience.

Agreements are drafted and negotiated to ensure that if litigation ensues, the client is in the best possible position. Business Purchase Agreements provide for the purchase and sale of a going concern, generally without real estate. Agreements for the purchase of small businesses are usually drafted on standardized forms. However, these forms, like any form, must be reviewed and changed depending on the interests of the buyer and seller. These agreements should generally provide for a due diligence period during which the buyer will have the ability to perform their due diligence review of the business being purchased in order to determine whether it meets their intended use. 

Business Purchase Agreements will usually provide for the purchase of the operating company's shares or of the operating company's assets. The decision as to how the transaction should be structured should be taken together with legal and financial advisers. 

For larger and more complex businesses, a Letter of Intent will generally be used to commence the negotiations. Many persons believe that Letters of Intent are nonbinding simply because of the name. However, Letters of Intent are nonbinding only if the Letter of Intent specifically states that it is nonbinding. Moreover, a Letter of Intent is an indication of the present intent of the parties and has an implicit obligation of good faith under the law. This means that a Letter of Intent should not be signed unless the parties have a good faith intention of negotiating the purchase.

Issues to be addressed in business purchase agreements include the following:

  • Due Diligence Period
  • Owner Financing
  • Noncompetition by the Owner
  • Terms of the Premises Lease
  • Conditions to Closing