I've posted before on the importance of preparation on the part of the buyer and seller in a business purchase and sale transaction. Another important aspect of the transaction is the "closing". Often times, the closing is associated with the escrow of the earnest money or cash at closing part of the transaction and I have clients ask why we need a "closing" in situations where there is no escrow of earnest money or cash at closing. The closing also involves the legal transfer of the assets purchased. Yes, the Purchase & Sale Agreement includes the contract language supporting the transaction but it's the Warranty Bill of Sale, the transfer of trademarks and tradenames, payment of consumer use taxes, and the reiteration of representations and warranties in the transaction that finalize and, in some instances, legalize the transaction itself. Make sure when you are engaged in a purchase or sale of a business, you understand what is necessary to effectuate the transaction and it's often more than just signing the contract.
Email is a great tool for speed and informality. In business, though, you must remember that it is a trail of communications. As an employee, your emails are not private and can be viewed by your employer. Also, emails are discoverable for litigation and may simply turn into a public relations nightmare. A recent local example was forwarded by attorney friend regarding the lawsuit against the Oklahoma based owners of the Seattle Supersonics for breach of contract. Howard Schultz, the prior owner of the team, has filed the lawsuit to rescind the deal because the buyers misled the sellers, making them think that the intent was to use a good faith effort keep the Sonics in Seattle. Emails recently leaked to the press demonstrate that the intent was to move the team to Oklahoma City soon after the transaction closed. Without the email evidence, the Oklahoma owners could move the team clearly stating that they had attempted to make a deal for a new stadium and could not accomplish anything feasible. Now, though, the evidence suggests that their efforts in lobbying for a new stadium and keeping the team in Seattle were a farce. This will not only cost them big bucks in litigation but also in public relations.
Social networking has become a staple for many businesses as a referral network. I participated in a Continuing Legal Education program last week on marketing for lawyers and spoke on technology marketing with Sara Lingafelter. As we prepared for the program, we discussed various sites we use -- both of us use LinkedIn (what I would consider the core social networking site for business -- typically big business) but we differed also. I use Biznik, a Seattle-based "indie" network with a tagline "Business networking that doesn't suck." What surprised me, though, is that Sara uses Facebook (and to a lesser extent Myspace) for business networking. Based on my limited knowledge of these sites, they don't appear to be strong professional networking sites. Surprisingly, over the past week, I've had three separate interactions with business owners who are using Facebook and two separate seminars and numerous articles emphasizing both Facebook and myspace as tools not only for teens but for businesses.
I'm on vacation next week but expect to have my Facebook profile up in the next couple of weeks. Check it out!
Money magazine recently released its "100 Best Places to Live and Launch" survey -- and Bellevue is #1. Of course, this is no surprise to us. The article references the close proximity of large corporations, the growing downtown, and the diverse workforce as reasons for its success.
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