Category: Corporate & Business law
Buying an Operating Business – Step 2. Make sure your purchase agreement is well developed and covers post-closing matters!
October 9, 2025 | Carole Clark Isakson
A large portion of my day is spent working on transactions for clients who are either buying a business or selling a business. Having walked so many people through this process over the last three decades I have a pretty well-developed system for explaining how transactions typically work, what issues to watch for, and best practices. This blog is the SECOND of three addressing the sales and acquisition process for private transactions. For simplicity, I will address the process from the buyer’s perspective. I will also assume that the companies involved are corporations, although of course they could just as easily be limited liability companies, in which case the information will be the same, albeit with different terms. While the topics covered in this blog and the statements made apply in the majority of transactions, every transaction is different. Do not rely on this blog when undertaking a transaction; that should be done in connection with legal, tax and other professionals. Here is a reminder of the typical sales process: Execution of Non-Disclosure Agreement and preliminary limited information sharing. Execution of a Letter of Intent, which triggers much more extensive information sharing and the start of the formal due diligence process. Negotiation of the Purchase Agreement terms, and completion of all due diligence. Closing! Post…
Read MoreBuying an Operating Business – Step 1. Know Your Seller, Know the Process.
October 2, 2025 | Carole Clark Isakson
A large portion of my day is spent working on transactions for clients who are either buying a business or selling a business. Having walked so many people through this process over the last three decades, I have a pretty well-developed system for explaining how transactions typically work, what issues to watch for, and best practices. This blog is the FIRST of three addressing the sales and acquisition process for private transactions. For simplicity, I will address the process from the buyer’s perspective. I will also assume that the companies involved are corporations, although of course they could just as easily be limited liability companies, in which case the information will be the same, albeit with different terms. While the topics covered in this blog and the statements made apply in the majority of transactions, every transaction is different. Do not rely on this blog when undertaking a transaction; that should be done in connection with legal, tax, and other professionals. A purchase of a business can be accomplished by buying the ownership interests in the business (here, buying the stock) or buying the assets. There is less risk for a buyer in an asset purchase, although the seller may prefer to sell stock in order to minimize his/her tax liability arising from the sale….
Read MoreMinnesota Updates Its Cannabis Law
September 3, 2025 | Scott M. Hagel
Minnesota recently updated its cannabis law, adding a number of changes regarding business licensing, the lower-potency hemp edible (LPHE) industry, and medical cannabis. The changes were introduced in Senate File (SF) 2370, which was approved by Governor Tim Walz and became effective May 24, 2025. Many of the changes were recommended by the Office of Cannabis Management (OCM), which was established in 2023. Below, we’ll summarize the key changes in the new law. Cannabis Business Licensing Changes The cannabis market has gotten off to a slow start in Minnesota since adult-use cannabis was legalized in 2023. Many of the changes in the new law aim to help cannabis businesses launch. Testing facility licenses: Testing facilities are necessary to ensure cannabis products’ safety before selling them to consumers. The new law allows OCM to issue a cannabis testing facility license to an applicant while their laboratory accreditation is pending. This will allow testing facilities to open more quickly, ensuring there are enough facilities to meet the demand of retailers. Local registration: Similarly, local governments can now issue retail registrations to applicants with preliminary approval, streamlining the launch process for cannabis businesses. Application process: The cannabis business application process has also been simplified, including the removal of duplicative application requirements and officer signatures. Social equity…
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