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IP and Employment Law Blog

Properly negotiating and structuring a purchase or sale of a business can be a challenging endeavor.  Having a good team of accountants, legal advisers, valuation experts, tax advisers, lenders or investors is crucial to successfully buying or selling a business.   There are a variety of considerations in buying or selling a business, but there are two major ways to structure a deal: an asset purchase or a stock purchase. 

An advantage of an asset purchase is that it allows the buyer to be selective in terms of the assets that it wants to acquire from the target company.  Also, the buyer is generally not liable for the seller’s liabilities, unless the asset purchase agreement has such language.  Some disadvantages of an asset purchase are that the bill of sale must be comprehensive enough to ensure that no key assets are overlooked and third party consents will likely be required.  

Some advantages of a stock purchase are that the business identity, licenses, permits can be preserved, and continuity of the business may be maintained.   However, the buyer may be liable for unknown or contingent liabilities, and may be forced to contend with the seller’s minority shareholders. 

 Also, there are variety of employment and intellectual property law considerations that go into structuring a proper purchase or sale of a business.

Such as the following:
 a) negotiating key employee agreements and non-competition restrictions;
 b) contending with collective bargaining agreements;
 c) resolving anticipated or outstanding claims by employees;
 d) acquiring the desired intellectual property (business name or marks, copyrights, patents or trade secrets);
 e) restricting the other party from using the intellectual property (business name or marks, copyrights, patents or trade secrets); and    
 f) recording assignments or transfers of intellectual property (business name or marks, copyrights, patents or trade secrets). 
Properly, structuring a purchase or sale of a business can often mean the success or failure of the venture.  If you have any concerns or questions regarding the purchase or sale of a business, then please feel free to contact us.


West Virginia Law Firm Blog Archive Asbestos or Silica

We live in a world where we have to “handle with care”. Sometimes, the best product for a job will result in toxic chemicals or fibers being released and the workers inhaling these killers. The problem is that for Asbestos exposure, it can be 40 years before the full results of the irritation are known. Silica normally takes time for the results of the exposure of the worker to the sand or quartz, but it can be quickly detected in the case of children or the elderly who inhale it. The most common way to inhale silica is when it is used in techniques such as sand-blasting.

Both products are used in the building industry. Both products are either added to concrete or are part of the mix. Whenever a building is demolished care must be taken to prevent these fibers and particles from being released into the living environment of homes and offices.

Why should this come up in a discussion of asbestos litigation? Well, you see the same methods and approaches of mass tort and mass claimants are being used by attorneys to claim money for their clients who were exposed to Silica. It’s true that the litigation against companies who used and manufactured asbestos products has caused some to go bankrupt and others have no money left for the next case. The expertise which the attorney has in suing for asbestos -linked health problems suits well the new class of litigation.

Are we getting to the situation where the claimants and their legal representatives are jumping from one bandwagon to another to get as much money as possible out of the action? That is for the courts of WV and the federal judicial system to decide. It seems as if after destroying one golden cow we are now trying to do the same again.

There is also now evidence which suggests that some people who have already claimed they were suffering from asbestosis are now claiming that they also have silicosis. The idea that someone would suffer from both conditions is unlikely. The major problem for some attorneys is that a medical “expert” can diagnose someone with asbestosis from an X-ray and then subsequently diagnose the same person with silicosis.

Can they really tell the difference? Are they confused by the information in front of them? Or are they really just making money from saying “yes” almost every time.

The answer to the problem is to find a great defense asbestos litigation lawyer, who cares about you and your company. They will look at all the evidence and then act correctly in each and every case.


HR Support For Small Businesses

Emplaw Solutions is proud to introduce our HR support for small businesses package. In today’s climate whether you employ one person or a hundred people you are required, by law to follow strict guidelines put in place by the UK and European legislation.

What sets us apart from our competitors and why you should choose Emplaw Solutions is simple, our practical, employer friendly approach to this complex area will leave you with the assurance and confidence that not only are you fully protected from the risks of employing staff, but more importantly you have everything in place to aid the growth of your business.HR Support For

Small Businesses

For just £2.70 per day you can have;
Comprehensive, bespoke contracts of employment, policies and procedures along with all other HR documentation required in order to meet the needs of your business.

24/7  advice service, manned by a team of experienced employment law solicitors.With HR support for small businesses you will no longer need to worry or second guess how to deal with a situation, our instant employment law advice for employers will give you peace of mind that no matter what happens, night or day expert help is at hand at no additional cost.

Full tribunal representation is included in the package. Unfortunately, tribunals and claims against employers are common place with the growing ‘no win no fee’ culture and also home, and other insurance policies offering up to £100,000 in legal representation for individuals. If tribunal papers were to land on your desk, we will handle it from start to finish, gathering any information necessary to support your case in tribunal. We will then represent you.

If we were to lose in tribunal, you are fully protected from the scary awards that we see on a daily basis. We offer indemnity as a critical part of our service. If you lose we will pay all legal fees and compensation awards. *providing any advice for Hr support for small businesses given by Emplaw Solutions is followed.