“Everyone on my Team loves to work with Bill. We view him more as our trusted business partner, rather than simply our lawyer. His flexibility to work around our schedules and his quick response to our needs are invaluable to me and my Team. He provides tremendous value to our medical practice at a very reasonable rate.”
- Dr. Jason Rexroth, Cedar Rapids OB GYN Specialists, PC
“Bill helped me successfully purchase a new company last year. He devised a game plan and explained every step of the process so I always felt comfortable during the negotiations. His experience in buying and selling companies was invaluable to me and played a huge role in getting the deal done. I was so impressed with Bill’s hard work and commitment to me that he’s now my corporate attorney for the new business as well. I highly recommend Bill.”
- Dr. Todd Heying, Cedar Rapids Eye Care
Services
At Courter Law, we practice business and personal law in a way that is responsive to your needs and is more affordable than hiring and retaining a large firm. Below is a listing of some of the services we are able to provide. If you require assistance with a legal matter not listed below, contact us. If we do not have the experience in that area we will provide you with a referral to another attorney who does.
Generally, the buying or selling of a business will be in the form of an asset purchase where the buyer purchases some or all of the seller’s assets without assuming all of the seller’s liabilities and debts or a stock purchase where the buyer purchases all or most of the seller’s stock and “steps into the shoes” of the seller, thereby assuming all of the seller’s debts and liabilities. Regardless of the transaction structure, any deal generally includes the following stages:
Pre-negotiation issues conducted under a non-disclosure and confidentiality agreement (determining the minimum value the seller is willing to accept and the maximum price the buyer is willing to pay; reviewing any business valuation calculation prepared by seller; and analyzing a seller’s balance sheets and profit/ loss statements)
Preliminary negotiations between the buyer and seller (more in-depth review of seller’s tax returns; key customer contracts and any third-party consents required before a buyer can take them over; key employees to retain; approval by any governmental agency)
Drafting a formal written agreement and finalize all deal terms
Closing the deal, exchanging the money, signing all of the documents. Top
An Agreement between owners of a privately-held business that establishes the rules for valuing the business and purchasing the stock of an owner in case there is a triggering event like one of the owners quits, is fired, retires, becomes disabled, dies, gets divorced or files for bankruptcy.
When do business owners need a Buy-Sell Agreement? Right away. Don’t wait until something happens and you suddenly realize there is no agreement between the business owners on how the business will continue or dissolve when a trigger event occurs. It is important to start planning now, while the relationship between the owners is strong.
Small Business Formation
When deciding to start a new business, it is important to evaluate the most appropriate legal structure (i.e. limited liability company; corporation; partnership; etc.) to address issues of liability, taxes, management structure and reporting requirements. It is also important to create the appropriate business documentation including:
Articles of Incorporation
Articles of Organization
By-laws and operating agreements
Shareholder agreements
Corporate minutes and resolutions
Stock/Unit certificates
IRS “S” Corporation election
IRS Tax identification number application
Asset or stock purchase agreements and sale agreements Top
Getting your new business created is only the beginning. To maintain the protection and structure that a business entity provides, it is also necessary to maintain records and minutes of company meetings as well as, filing biennial reports with the Iowa Secretary of State. Courter Law serves that role as your registered agent by automatically assisting you with those corporate formalities. Top
Written agreements between parties designed to allocate business risk and comprehensively address key business terms. Based on my 15-year experience as an in-house corporate attorney, I have drafted thousands of business contracts, including, non-disclosure/confidentiality agreements, independent contractor and sub-contractor agreements, retail product agreements, agent/referral endorser agreements, equipment leases and software licenses. While generic, form contracts are available on the internet, it is critical to ensure these business contracts comply with Iowa law.Top
Buying and Selling Real Estate
I represent a wide range of clients including commercial real estate developers, commercial and residential landlords and tenants, as well as property owners on matters relating to construction projects, property tax assessment and the buying and selling of residential and commercial real estate properties. Top
Commercial and Residential Leases
A rental Agreement for commercial or residential property. Leases are an alternative to buying the building or home and address key issues, including length of the lease, monthly rent, option to renew the lease, and payment of taxes, insurance and maintenance of the property.Top
I represent clients in litigation matters, ranging from personal injury resulting from an automobile accident to breach of contract claims. I also help clients handle alternative dispute resolution proceedings, such as mediation and arbitration. Top
A valuable tool used commonly by contractors and subcontractors to help insure that they are fully paid for the materials they supply and the improvements they make to buildings or land. If a Mechanic’s Lien is filed against the real estate, the owner cannot sell or refinance the property without first paying off the lien.Top
“Probate” refers to a Court-supervised proceeding when an individual dies, to ensure the deceased individual’s assets are transferred to the rightful heirs/beneficiaries, taxes are paid and debts/claims are handled. The probate process includes the validation of a will. Probate also refers to the court-supervised process where an individual needs to have court-supervision over the affairs of a minor child or an incapacitated individual through a guardianship or conservatorship proceeding. Top
Conservatorship and Guardianships
Proceedings in which the Court finds that a person is incompetent (called a “Ward”) and appoints another person (usually a relative) or corporation (i.e.; a bank) to help the Ward by making all financial decisions (investments, payment of bills, selling property, etc.) which is called a “conservatorship” or by making all non-financial decisions (food, shelter, clothing, medical care) which is referred to as a “guardianship.” Top
