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Virginia Franchise Forum – What’s Right (and Wrong) With Franchising?

Join the VFF for a panel of franchising experts who will discuss and debate the most pressing challenges and concerns facing the franchise industry today, ranging from common causes of franchisee failure, flaws in the recruiting and due diligence process, common sources of tension between franchisor and franchisees, and the adequacy of existing franchise laws. For more information or to register for this event click here!

VFF (What's Right and Wrong With Franchising?)

Five-Minute Introduction to Regulation D Private Offerings

Perkins Law shares a quick introduction to Regulation D Private Offerings. This 5-minute intro provides some practical guidance for conducting a private placement of securities in compliance with Rule 506 of Regulation D.

To read this article in full click here. Screen Shot 2016-02-03 at 9.16.25 AM

Tips for Employee Retention and Reward Programs

Perkins Law shares tips and strategies for employee retention and reward programs geared to promote a positive and effective work environment. To read the article in full please click the following link: Perkins Law Tips for Employee Retention and Reward Programs

 

Employee Retention

Local SCOREcard Competition

The SCOREcard competition application deadline has passed and 27 local entrepreneurs have entered, representing a wide variety of industries.  A panel of 10 judges has been selected and will be reviewing the applications in the coming weeks.  Six semifinalists will be selected to make their pitches before the judges on February 4 at the BioTech Research Park with three being selected to move onto the final round. An award ceremony will follow the 10 minute presentations given by the three finalists on February 25 distributing cash prizes to the winner ($5,000) and two runner ups (second place $2,500 and third place ($1,000). For more information or to see a complete list of judges selected for this competition visit www.richmond.score.org.

Due Diligence for Small Business Acquisitions

The Perkins Law team is seeing a lot of small business acquisition activity in the RVA business community – a great sign for the local economy.  The challenge for buyers is how to most efficiently allocate time, energy, and expense to evaluate small business acquisition opportunities.  After all, some level of due diligence is critical for a buyer to understand a company’s value (its assets, liabilities, and risks) and be in a position to make something resembling an informed purchase decision no matter how small or large the purchase price.  The challenge is determining how much due diligence is enough (and at what cost).  Every deal is different, so there is no universal list of questions that will guarantee a successful acquisition.  Nonetheless, set forth below is a simplified due diligence list to provide a basic framework for a small business acquisition.  Contact us anytime to discuss your small business formation, acquisition, or sale plans.  We’re happy to help you navigate, structure, and document an efficient and cost-effective transaction.

SAMPLE SMALL BUSINESS DUE DILIGENCE CHECKLIST

Listed below are requested documents and information we would like to review relating to the proposed acquisition of assets of [insert name of seller’s company] (the “Company”).

Please provide for the Company (and any predecessor and subsidiary of the Company) all of the documents and information requested below with respect to the Company.

Please reference document submissions according to the outline numbers contained herein. We understand that there may be no documents relevant to some items on the attached checklist; please write “none” next to any such items.

Thank you for your assistance with this process.

FINANCIAL

  1. Financial statements for the Company for the last three fiscal years and current
    year to date (through _______________, 2015).
  2. Monthly internal financial statements for the last six months.
  3. Bank statements for last full fiscal year and year to date.
  4. All supporting schedules for the financial statements.
  5. Aged accounts payable list.
  6. Schedule of debt (including capital leases), including amounts, maturities and
    prepayment terms.
  7. All documents purporting to create liens, mortgages, security agreements,
    pledges, charges or other encumbrances on the stock/membership interests of the Company, on any real or personal property of the Company or in favor of the Company. Copies of all Uniform Commercial Code (UCC) financing statements filed with respect to the above.
  8. Copies of notes payable to or notes receivable from any employee, director, affiliate, agent or owner of the Company outstanding at any time during the past year. Copies of all other agreements relating, directly or indirectly, to the Company and involving any person who is, or is proposed to become, an owner, manager, officer, director, or key employee of the Company (including loans, leases, purchases and sales of property).
  9. Customer list (by revenue).

TAX RETURNS

  1. Copies of all federal, state and local income, sales and use tax returns
    (together with exhibits and schedules thereto) for the last two years.
  2. Copies of any relevant letter ruling or legal or accounting opinions relating to tax
    matters.
  3. List and briefly describe any tax audits of the Company during the preceding five
    years, together with copies of revenue agents’ reports, correspondence, etc.
    relating to any such federal, state or local proceedings.

REAL ESTATE

  1. List and description of all real property owned or leased by the Company.
  2. Copies of deeds, title insurance policies, appraisals and environmental reports
    relating to any parcel of property owned by the Company.
  3. Copies of all real estate leases, purchase agreements, and options to which the Company is a party.
  4. A list of all current commitments by the Company to purchase any fixed assets
    (e.g., furniture, fixtures, equipment, etc.).

AGREEMENTS

  1. All written contracts entered into by the Company, any vendor agreements, lease agreements (both personal property and real property), employment agreements, severance agreements, consulting agreements, confidentiality agreements, and indemnification agreements.
  2. List of all contracts or agreements containing termination or other provisions
    triggered by a sale of business assets or change in control of the Company.
  3. Schedule summarizing insurance policies, including type of coverage, extent of
    coverage, deductibles, annual premiums, and loss experience.
  4. A list and brief description of all insurance claims and/or incident reports filed by
    the Company with any of its insurers in the last 18 months.
  5. Copies of any licenses or permits necessary for the conduct of the Company’s business.

LITIGATION

  1. A list and brief description of each threatened or pending claim or litigation to
    which the Company is a party (whether as a plaintiff or defendant), including
    copies of all significant pleadings and correspondence, including but not limited
    to (a) alleged violations of laws or regulations regarding the health or safety of
    employees or others or other laws or regulations, or (b) other governmental or
    administrative proceedings.
  2. Orders, judgments or decrees of courts, governmental authorities or arbitration
    tribunals to which the Company is bound.

TECHNOLOGY ISSUES

  1. Identify the software programs the Company uses for its business operations and financial accounting needs. Has the software been updated to its current version? Has the software been changed or modified during the year? Please provide a copy of the license agreements for all such software.

EMPLOYMENT

  1. List of employees and their employment records
  2. Copy of Employee Handbook or description of all employment policies and procedures (e.g., vacation and sick leave)

Westover Strategic Advisors Rocks One Million Cups

Perkins Law office manager, Keri Fagan, joined a handful of other RVA small business owners and entrepreneurs at One Million Cups, Richmond this morning. Joe Herbert and Jillian Wood from Westover Strategic Advisors gave an insightful presentation highlighting the key elements investors look for in your pitch deck. Take away point – condense you pitch as you would condense a tweet, short and concise but all around informative! Always do your homework and leave the investor wanting more.
 
If you are a start up in the area looking to take your business to the next level, contact Westover Strategic Advisors for fractional hires and/or advisory services.
 
For more information click here.
1MC

Eric Perkins Selected to Serve as Mentor for Thrive Network

Perkins Law is pleased to announce that RVA small business attorney Eric Perkins has been selected to serve as a mentor for the Thrive Network. The Thrive Network is a program of the Greater Richmond Development Center for the RVA business community.

For more information visit http://grsbdc.com/

THRIVE Network Announcement Graphic

Last Virginia Franchise Forum Event of 2015 coming up on Thursday, November 19 at The Westwood Club.

Interested in learning the hot industries for franchising in 2016? Join the Virginia Franchise Forum on November 19 from 5:30-7:00pm at The Westwood Club. FRANdata, the nation’s leader in providing objective data related to franchising, will provide front line information including its annual franchising recap and its highly anticipated forecast for 2016. Cost is $25 per person (includes heavy hors d’oeuvres and cash bar).

Virginia Franchise Forum Social Media Graphic

Franchising Path to Business Ownership

Interested in exploring the franchising path to business ownership? Secure a seat for the Perkins Law Prospective Franchisee Workshop led by small business and franchise attorney, Eric Perkins on Friday, November 13!

For more information or to register click here!

Franchisee Workshop

Happy Halloween from Perkins Law!

Perkins Law sponsored a Best Costume Contest at Short Pump Rotary’s Great Pumpkin Race last Saturday! Racers gathered to benefit three local charities. Everyone enjoy a safe and exciting Halloween weekend!Perkins Law Halloween