If you have ever worked with a business broker to sell or buy a company, you may have heard claims of a business being “pre-approved for SBA financing” or the broker telling sellers and buyers they “have a preferred bank that can close faster than others.” What you likely did not hear is that the broker also gets paid by that bank when the loan closes.

Witnessing the aftermath of these failures firsthand through clients who lost their life savings to fraudulent brokers, had their funds stolen by unlicensed practitioners, or suffered massive financial harm through gross incompetence that would have been prevented by basic professional oversight.

Imagine if anyone could hang out a shingle tomorrow and start calling themselves a doctor, lawyer, or financial advisor with zero education, no licensing requirements, no oversight, and no accountability. Sound absurd?

After three comprehensive parts analyzing the Business Brokers of Florida standard Asset Purchase Agreement, Howard Law's position remains unchanged: buyers should refuse to execute this document in any form and instead demand attorney-drafted purchase agreements that actually protect their interests.

The BBF contract represents sophisticated drafting designed to create maximum advantage for brokers and sellers while shifting maximum risk to buyers who will bear the greatest financial exposure in these transactions.

The BBF Asset Purchase Contract represents a masterclass in one-sided contract drafting designed to protect everyone except the buyers who will bear the greatest financial risk in these transactions.

Florida business brokers routinely violate unauthorized practice law. Learn how these violations cost buyers thousands. Expert guidance from Howard Law NC attorneys.

The corporate veil doctrine serves as a judicial remedy rather than a standalone cause of action, allowing courts to look beyond the corporate form when necessary to prevent fraud or achieve equity.

In February 2025, the United States Supreme Court issued a landmark ruling in Dewberry Group, Inc. v. Dewberry Engineers Inc., clarifying the boundaries of liability for corporate affiliates in trademark infringement cases under the Lanham Act. The decision, which reversed a $43 million disgorgement award against Dewberry Group that included the profits of its affiliated companies, has sent ripples through the corporate, intellectual property, and M&A legal communities.

Acquiring an S-Corporation is a significant event for both buyers and sellers, and it’s not as simple as just signing on the dotted line. The process is filled with legal and tax considerations that can have long lasting effects on both parties; a process that is unique to S-Corporations. If you’re contemplating such a transaction, it’s crucial to understand not just the basics, but also the issues that can arise.

When structuring a business, asset protection is a critical consideration. Many entrepreneurs mistakenly assume that electing S-Corp status for their corporation provides the same liability safeguards as forming an LLC. However, a key distinction lies in charging orders - a legal remedy that determines whether creditors can seize ownership or control of your business.

Purchasing a business in North Carolina can be a lucrative and exciting opportunity, but it also comes with a web of legal, financial, and operational risks. One of the most significant, and overlooked, risks is that of successor employer liability. This risk is particularly relevant when the seller has engaged in employee misclassification, treating workers as independent contractors (1099) when the law requires them to be classified as employees (W-2).

Multi-step transactions in mergers and acquisitions are not just strategic maneuvers for operational integration-they are also critical tools for optimizing tax outcomes. These structures, which unfold across phased legal and financial steps, create unique opportunities and challenges for buyers, sellers, and their advisors.

When structuring the sale or acquisition of a business, understanding the tax implications is crucial because they can significantly affect the overall value of the transaction for both buyers and sellers. Among the various tax provisions available, two stand out for their ability to transform stock sales into asset sales for tax purposes: Section 336(e) and Section 338(h)(10) of the Internal Revenue Code.

Tag along rights are crucial contractual protections designed to safeguard minority shareholders in private companies. These rights ensure that if majority shareholders decide to sell their stake, minority holders can “tag along” and sell their shares on the same terms and conditions.

Drag along rights are, at their core, a mechanism to prevent minority shareholders or members from obstructing a sale of the company that the majority wants to pursue.

A frequent misunderstanding is that “LLCs cannot own S corporations.” In reality, the rule is that entities taxed as partnerships or corporations cannot be S corporation shareholders. A single-member LLC, if disregarded for tax purposes and owned by an individual or other eligible person, is not treated as a separate entity and thus does not violate the rule.

A typical buyout provision specifies the triggering events that require or permit a buyout, such as voluntary withdrawal, death, disability, or expulsion for cause. It also outlines who has the right or obligation to purchase the departing owner’s interest, often the company itself or the remaining owners, and the method for valuing that interest, which may be based on book value, fair market value, or an independent appraisal.

Phantom employee fraud is a serious threat to organizations of all sizes, with profound legal, tax, and governance consequences. Whether perpetrated by a rogue executive or a business owner seeking to enrich family members, these schemes can result in criminal prosecution, civil liability, tax penalties, and lasting reputational damage.

The S-Corporation, or S-Corp, is a fixture in American business, prized for its tax efficiency and liability protections. Yet, confusion abounds-one of the most common errors is thinking of the S-Corp as a type of business entity, like an LLC or a C-Corporation.