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We are pleased to introduce our legal services, designed to meet your unique needs. Our team, committed to excellence and with a strong understanding of the law, is ready
to provide solutions that aim to meet your expectations.
We are skilled in handling complex legal challenges and are aware of the importance of choosing the right legal partner. We believe that choosing SMB Law Group will be a decision that brings value and peace of mind.
Below, you will find more information about our firm and a proposal for our services. Thank you for considering SMB Law Group. We look forward to working with you.
Best Regards,
SMB Law Group LLP
SMB Law Group was established by three former Big Law attorneys to provide specialized legal services to small and medium-sized businesses. Our firm began with a mission to offer practical, results-driven solutions tailored to the unique challenges faced by business buyers and sellers.
Over the years, we've expanded our expertise and team to better serve our clients, focusing on helping them navigate complex legal landscapes with confidence. Today, SMB Law Group continues to champion the success of our clients with a commitment to excellence and personalized support.
Main Street Express is a specialized legal service tailored to small business buyers targeting small acquisitions. This program offers limited-scope engagements, providing expert legal supportat reduced fees, simplifying the legal complexities of acquisitions and empowering small business owners to navigate these challenges more effectively and affordably.
Sign the Engagement Letter, complete our short onboarding documents, and conduct a Kickoff Call.
We'll work together to execute the drafting of documents, legal diligence, and negotiation. Expect weekly check-in calls and progress updates.
We're here to support you through and beyond closing day.
Sign the Engagement Letter and complete our short onboarding documents.
We'll work together to execute the drafting of documents and deliver them to fit your timeline.
We're here to support you through and beyond closing day.
The fee covers all legal work directly related to the M&A transaction itself (with a few exceptions), which generally falls into four (4) buckets:
Legal documentation – drafting and negotiating the purchase agreement and all ancillary transaction documents (promissory notes, security agreement, consulting / employment agreements, bills of sale, assignments, closing certificates, resolutions, etc).
Legal due diligence – we do a review of legal diligence matters to identify any legal risks that need to be assessed and addressed in the deal documentation.
Equity structuring – we form the acquisition entity and capital structure, including partnership agreement, equity raise from outside investors, etc.
Debt structuring – working with your lender on transaction documentation, loan documentation and closing.
Exceptions are:
Complex tax structuring or advice.
Legal services not directly related to the acquisition (e.g., you may elect to form additional entities for a HoldCo structure that is implemented in tandem with your acquisition, but is not directly related to the transaction itself).
Legal specialists in a specific geography for discreet issues (occasionally your transaction will raise a discreet issue that requires special legal knowledge of a given jurisdiction where we don’t practice, in which case we will add a local lawyer to the legal team to advise on such discreet issue. Depending on the scope of the issue, which will be discussed up front with you before any third party engagement, that may result in additional legal expenses).
All services from the Standard Plan.
Advanced Corporate Governance: Detailed management of corporate records and board meetings.
Full support for all licensing and operational permits.
Service Contracts: Drafting and reviewing up to 10 customer agreements per month.
Advanced Supplier and Distributor Agreements: Complex contractual arrangements.
Master Service Agreements: Comprehensive agreements for large-scale projects.
Comprehensive Employee Handbooks and Workplace Policies: In-depth employee policies.
Advanced Labor Law Compliance: Detailed guidance on complex employment issues.
Complete Insurance Coverage: Advice on a full range of insurances, including general liability, workers’ compensation, and professional liability.
Complete OSHA and EPA Compliance: Ensuring full compliance with safety and environmental regulations.
Property Acquisition Agreements: Legal assistance in purchasing commercial property.
Customer and Supplier Disputes: Handling complaints and disputes, including mediation and arbitration.
Tax Compliance and Strategy: Guidance on federal, state, and local tax regulations.
Customer Data Protection: Compliance with data protection laws.
M&A Transactions: Assistance with business acquisitions and mergers, including due diligence.
Periodic Training Sessions: Regular training for employees on legal and compliance matters.
Regulatory Compliance: Assistance with industry-specific regulations.
Advanced Taxation Advice: Complex tax planning and strategy.
International Structuring: For businesses with international operations.
Complex Mergers & Acquisitions: Comprehensive support for large-scale transactions.
Advice on Business Entity: Guidance on choosing the right business entity (LLC, Corporation, etc.).
State and Local Registrations: Assistance with compliance with state business registration requirements.
Professional Licenses: Help in obtaining specific licenses for work.
Operational Permits: Assistance with local permits for business operations, including zoning permits.
Service Contracts: Drafting and reviewing up to 2 customer agreements per month.
Supplier Agreements: Basic contracts with suppliers for equipment and materials.
Employee Handbooks: Creation of basic employee handbooks with policies and procedures.
Compliance with Labor Laws: Guidance on federal and state employment laws.
General Liability Insurance: Advice on obtaining appropriate liability insurance.
Regulatory Compliance: Assistance with industry-specific regulations.
Advanced Taxation Advice: Complex tax planning and strategy.
International Structuring: For businesses with international operations.
Complex Mergers & Acquisitions: Comprehensive support for large-scale transactions.
All services from the Basic Plan.
Ongoing Corporate Governance: Comprehensive incorporation services, cap table management, and compliance support.
All services from the Basic Plan with additional support for complex licensing issues.
Service Contracts: Drafting and reviewing up to 6 customer agreements per month.
Supplier and Distributor Agreements: Detailed contracts with suppliers and distributors.
Employment Contracts: Non-compete, confidentiality clauses, and other employment agreements.
Enhanced Employee Handbooks: Detailed policies and workplace procedures.
Labor Law Compliance: Assistance with wage and hour laws, worker safety regulations (OSHA), and anti-discrimination laws.
Workers’ Compensation and Professional Liability: Guidance on obtaining necessary insurances.
OSHA Compliance: Ensuring workplace safety standards are met.
Commercial Leases: Drafting and reviewing commercial lease agreements.
The specific steps included in this process consist exclusively of the following (collectively the “Main Street Express Process”):
1. We will review the LOI (Letter of Intent), Term Sheet, or whatever other writtendetails you have available about your deal.
2. We will provide you with a questionnaire to ensure we have clarity on all theessential terms needed for a first draft of a PA.
3. We will draft the Deal Documents and send them to you via email with questionsand comments, which, along with the PA, are limited to:
a. Bill of Sale/Assignment of Contracts
b. Promissory Note (if applicable)
4. We will schedule a phone call or virtual meeting to discuss the Deal Documentswith you, answer questions, and get necessary feedback.
5. We will update the Deal Documents as needed based on our discussion andsend them to you to provide to the seller, broker, or other appropriate party.
The Main Street Express Process is intended to cover everything until the DealDocuments go to Seller for review for the first time. After the Main Street ExpressProcess, the flat fees described below would be earned, you will have no furtherobligation to continue working with us, and we will have no further obligation tocontinue working with you, although we generally anticipate assisting as needed untilthe deal has closed.
We pride ourselves in supporting the full lifecycle of a small business entrepreneur. As such, we want to make sure your transition is effective and supported.
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By accepting and reviewing this Vision Guide of SMB Law Group LLP (“SMB”), you
hereby acknowledge that the information provided herein is confidential in nature and
agree not to disclose the contents or existence of this Vision Guide without the express
written consent of SMB.
You also acknowledge that any disclosure or use of this Vision Guide, including the
existence of this Vision Guide or the contents contained herein, may cause serious
harm and/or financial damage and losses to SMB Law and its partners.
Upon request of SMB, this Vision Guide will be immediately returned to SMB Law or
destroyed.
The provision of this Vision Guide does not imply an offer to buy any securities. This
Vision Guide is being provided exclusively for educational and informational purposes
and neither SMB nor its partners are seeking any legal employment or pecuniary gain.
Thank you for selecting SMB Law Group LLP (“ the Firm” or “us” or “we”) to serve as your legal counsel. The purpose of this engagement letter (“Agreement”) is to outline the nature of the engagement and our respective responsibilities and expectations under this Agreement.
Scope of the Engagement: We have been asked to represent the following entity (“you”):
The engagement does not include any other actual or potential transactions, litigation, appeals, or arrangements that may arise out of this matter. Our representation may be expanded if the parties separately agree in writing to do so. After this engagement concludes, the Firm has no further obligation to advise you. As such, if there are any later legal developments that may impact your future rights and liabilities, including changes in the applicable laws or regulations, you will have to engage us separately to advise on such developments.
The outcome of any matter is subject to inherent risks and other factors beyond our control. Therefore, we have not made, and cannot make, any guarantees or promises concerning the outcome of this matter.