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PDF Editor FAQ

Do you find corporate law boring?

“Smithers, I see it’s 6:45 pm and you’re heading out. Not so fast! Remember the Acme acquisition we’re handling for Mr. Coyote? Well, instead of that asset purchase agreement you did, our senior tax partner has determined we should do it as a section 368 Type A reverse subsidiary merger. You’ll need to redraft all the purchase agreements and exhibits tonight. Tomorrow morning you can get started on the necessary tax clearances, regulatory approvals, shareholder signoffs including spouses, get the NDAs signed, review the loan documents, and get all securities filings done. We’ll be having a conference call with twenty attorneys at 5 tomorrow!”How could anyone not find a steady diet of this fun?

What is a typical deal structure of an acquihire?

We recently acquihired another small startup and with the help of our legal team were able to do this for extremely minimal legal fees, paperwork etc. The structure was a combination asset purchase and employment agreement for the founder who decided to come on board at Referly.I've written a more detailed post here, which includes a link to the downloadable template document for the asset purchase. It's a great starting point if you're thinking about doing a smaller deal.How to Acquihire - With Template Legal Docs

What is the everyday job schedule for a corporate lawyer in a big company?

8:00 am: “Good morning, Smithers. Exciting day in store for us! You know we're acquiring Acme Widgets. Well, we just decided to change it from an asset purchase to a stock purchase. Please check that we are in compliance with all federal securities requirements and all relevant states.”10:30 am: “Smithers, the tax partner says we can't go with a stock purchase. Stop the securities research. Check all the key third-party contracts and see what notices we need to give of the acquisition.”Noon: “No lunch for you, Smithers. The other side’s tax lawyer and ours just talked. Back to a stock sale. Get that securities work done.”3:00 pm: “Here's a list of liens we found on assets of the target company. Check and see if they are cleared in accordance with applicable law.”7:00 pm: “We’re ordering pizza in. Late night. That securities research? We need to restructure the transaction to use a holding company, dropping down into three LLCs, a C corporation, and a framizzstat. You'll need to rewrite all the agreements. Plus they found some more liens …”

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