Resources
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When Conducting An Acquisition Search, Be Both Systematic and Opportunistic

June 14, 2022

It occurs to me that when you search for an acquisition opportunity, it is very important to be both thoughtful and systematic. After a great deal of thought, determine what type of business you seek to acquire and why acquiring such a business makes sense for you.  As part of this process, I recommend creating…

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5 Questions to Ask When Thinking About Buying a Business

May 31, 2022

I have assisted with many business acquisitions over my decades practicing business law, most of it focused on business transactions. Along the way, I have helped literally dozens of clients and budding entrepreneurs acquire their first businesses.  In most of these cases, I also helped the client identify the acquisition opportunity. I list below a…

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The Importance of Letters of Intent and Term Sheets in Business Acquisitions

May 24, 2022

I recommend that letters of intent, and term sheets, that cover all of the major business points concerning the contemplated transaction, be sufficiently detailed. Why? Because unless there is a fundamental agreement regarding the important business points between or among the parties to the transaction, there is little to no legitimate reason to invest additional…

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RSVP is Open: Intellectual Property In Business Transactions

May 17, 2022

The Critical Importance of Intellectual Property In Business Transactions May 20, 20229am – 10:30am EDTZoom MeetingFREE with RSVP Kathryn Perales of the Calkins Law Firm is an experienced intellectual property attorney who has practiced law for over 20 years in both Ohio and Texas. She has assembled a panel of experts to discuss intellectual property…

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Year-End Business Planning

May 11, 2022

As a business owner myself, I have been doing my own year-end business planning. My businesses have performed and progressed well but I have by no means accomplished all of my objectives with any of my businesses. While I work on improving their performance and accelerating their progress each and every day, I use the year…

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Workers Can Be “Intoxicated Persons” Too

May 11, 2022

For those of you who are purveyors of alcohol or who are counselling purveyors of alcohol, the Ohio Supreme Court recently clarified that a liquor establishment’s workers and independent contractors, if they are served alcohol by the establishment directly or indirectly, are covered by Ohio’s Dram Shop Act, R.C. 4399.18. In Johnson v. Montgomery, 2017-Ohio-7445,…

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“Will You Waste My Money Like the Other Firm?”

May 11, 2022

This prospective client minced no words. While a question this blunt could take anyone aback, it does deserve a direct answer. Calkins Law Firm is happy to oblige and will always answer “no” to questions like this. Here’s how we differ from the rest. What Sets Us Apart At Calkins Law Firm we care about…

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Why We Recommend a Co-Founders’ Agreement – the All-Important What-Ifs

May 11, 2022

I recently interviewed the founding partner of a local private equity firm. Something he touched on was the fact that when he established his firm, he had an unwritten, understood 50/50 partnership with his co-founder. Years later, when the two decided to go their separate ways, they struggled through the procedures, protocol, and legal matters…

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Why Mediation is an Effective Form of Dispute Resolution

May 11, 2022

When entrepreneurs are launching a business, anxious thoughts often permeate their minds. They will think about how they will fund their business, possible contracts, and even future mergers and acquisitions. Few worry about the possibility of litigation down the road. Business owners just like you sometimes get sued. However, must business disputes always be resolved…

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Why Choose Regulation D Private Placement?

May 11, 2022

At Calkins Law Firm we often work with early stage and growth businesses as they raise money, search for investors, and plan to issue securities. We also find ourselves spending time explaining the logic behind a Regulation D private placement recommendation, since clients always ask, “Why?” A private placement of securities is one that doesn’t…

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Why a Co-Founders’ Agreement Is Key To Smooth Startup Operations

May 11, 2022

Try as they might to be realistic and practical, co-founders going into a startup are naturally excited to work on making their dream business a reality. That positive energy is necessary to motivate co-founders along the sometimes arduous journey of business creation. But once positivity encounters trials or roadblocks, it could be easy to throw…

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When is the Best Time to Sell a Business?

May 11, 2022

We are often asked, “When is the best time to sell a business?” Just as often, we are asked, “How does one go about selling a business?” When is the best time to sell a business? It is ideal/optimal to sell a business when there is plenty of credit available to prospective business buyers to…

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When Convention Works In Your Favor, Take Advantage of It

May 11, 2022

Here’s a story with a moral for anyone who plans or decides to buy a business, and it’s all about going with the conventional approach. You know us–at Calkins Law Firm we’re ready and willing to break with convention when it’s in the best interest of our clients. But sometimes the strength in having contrary…

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What You Need to Know Before Buying a Manufacturing Business

May 11, 2022

Are you searching for a manufacturing company? If so, there are several things you need to know before buying a manufacturing business. Before you make a bid to purchase a manufacturing business, conduct due diligence and keep these seven key factors in mind. 1.  Are You Paying a Fair Price for Equipment and Machinery? The company’s machinery…

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Whatever It Takes, For Our Clients, We’ll Do It!

May 11, 2022

When we are retained by a client and involved in a matter, our approach is always the same: whatever it takes, we do it in service of our client. We don’t stand on protocol, we don’t make excuses or complain, instead we roll up our sleeves and we do whatever the client needs. These could…

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What Does It Mean to Be “Results Driven” in Business Law?

May 11, 2022

Here at Calkins Law Firm, we work hard for our clients. In general, we like our clients to be well informed before they make decisions regarding business law matters. So we will go to great lengths to inform our clients about the risks and the opportunities in what they are contemplating. We also feel strongly…

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What Business Owners Need to Know About COVID-19 Disruptions to Contractual Promises

May 11, 2022

As the COVID-19 pandemic continues to affect the global economy, it is time for business owners to consider the effects which the virus may be having on existing contractual promises. Some providers of goods and services may be temporarily or permanently unable to do so due to the coronavirus situation. Previously-made agreements, such as those…

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We Focus On What Really Matters

May 11, 2022

Over our years of practice we’ve seen cases that run the gamut in cost investments. Some clients have the funds to sink a cool million into due diligence. Others have much less. Clearly, the amount that we receive dictates the time and efforts we can spend. But regardless of our client’s budget, they can all…

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Things to Consider When Bringing on a New Business Partner

May 11, 2022

Advice for New Business Partnerships I have seen dozens of these scenarios fail. Literally dozens. And the one thing they all have in common are mis-matched expectations. Expectations about who is responsible for what, how the work will get done, and most importantly, who gets to make the final decision on issues. These new business…

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The Value of a Demand Letter

May 11, 2022

When a prospective client contacts us and explains that they have a claim to assert, I will almost invariably recommend and propose that they engage us to prepare a demand letter for submission to the opposing party. As part of the drafting of a demand letter, we first need to learn as much as we…

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The Special Purpose Acquisition Company (SPAC) Craze: Old Wine In New Bottles

May 11, 2022

Market analysts said early on this year that 2021 would be huge for the special purpose acquisition company (SPAC). And so far, we’d have to agree. SPACs are basically “shell” or “blank check” companies that exist in the public markets solely to raise investor funds and then acquire existing private companies. A SPAC then becomes…

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These Simple Everyday Changes Can Really Improve Your Health

May 11, 2022

It’s tempting to think that only major, drastic changes to your lifestyle can make any significant difference to your health, but that’s not the case. In fact, not only can small changes add up to a distinct shift in your wellbeing, but you’re also more likely to stick to them. Try integrating these small tweaks…

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The Secret Sauce of the Legal Profession: Hard Work!

May 11, 2022

Have you heard the tale of the experienced lawyer who stayed up through the night doing legal research before a trial? In his desire to be thorough, this diligent legal professional ended up stumbling upon a case that provided just the support he needed for his argument.  He was able to make a powerful case…

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The Critical Importance of a Business Plan

May 11, 2022

Business plans are critically important to the success of any and all businesses NOT DESPITE THE FACT that they will need to be repeatedly or continuously reviewed and rewritten, BUT BECAUSE THEY WILL be repeatedly and continuously reviewed and rewritten, keeping the underlying business subject to examination and inquiry. I have been working on a business plan over the…

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The Case for Engaging a Business Finder

May 11, 2022

When potential business owners are looking to buy, their glasses are often rose-tinted. They are determined to carry out every part of the search for a prospect on their own and probably underestimate how long it might take to find an ideal candidate.  A key example is a first time business buyer who I’ve been…

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Ten Commandments of Business Acquisitions pt. 8

May 11, 2022

Breaking It Down: The Eighth of the Ten Commandments of Business Acquisitions Our Ten Commandments of Business Acquisitions has been so popular that we have decided to break it down. To briefly discuss each of the Ten Commandments, and its import and impact. The Eighth Commandment: “Offer a Fair Price” A prospective buyer should attempt…

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Ten Commandments of Business Acquisitions pt. 7

May 11, 2022

Breaking It Down: The Seventh of the Ten Commandments of Business Acquisitions Our Ten Commandments of Business Acquisitions has been so popular that we have decided to break it down. To briefly discuss each of the Ten Commandments, and its import and impact. After a brief break to spotlight current events at the Center for Free…

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Ten Commandments of Business Acquisitions pt. 6

May 11, 2022

Breaking It Down: The Sixth of the Ten Commandments of Business Acquisitions Our Ten Commandments of Business Acquisitions has been so popular that we have decided to break it down. To briefly discuss each of the Ten Commandments, and its import and impact. The Sixth commandment: “Don’t Openly Criticize Your Acquisition Target” Many prospective buyers…

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Ten Commandments of Business Acquisitions pt. 2

May 11, 2022

Breaking It Down: The Second of the Ten Commandments of Business Acquisitions Our Ten Commandments of Business Acquisitions has been so popular that we have decided to break it down. To briefly discuss each of the Ten Commandments and its import and impact. The second commandment: “Play ball in your own league.” As I explained…

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Ten Commandments of Business Acquisitions pt. 1

May 11, 2022

Breaking It Down: The First of the Ten Commandments of Business Acquisitions Our Ten Commandments of Business Acquisitions has been so popular that we have decided to break it down. To briefly discuss each of the Ten Commandments and its import and impact. The first commandment: “Understand your goals for the acquisition.” Begin with the…

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