WHAT I DO: I help entrepreneurs, solopreneurs, and small business owners protect their brands and businesses, allowing them to protect their business, grow their customer base, and do what they do best. . . run their business. 

HOW I DO IT: I do this by advising my clients on legal structuring, and tax planning and helping my clients form business entities to protect their assets. 

WHY IT WORKS: When a business owner forms their legal entity and has lawyer-approved contracts with their employees, contractors, and vendors, the business can operate with confidence and purpose. In turn, this positions the business as a legitimate company ready to serve its customer base. Separation of personal and business provides authority and legitimacy. 

WHO I WORK WITH: I’ve worked with businesses of all sizes, new start-ups, companies with 5-50 employees, and Fortune 1000 Corporations. I provide clear, actionable ideas using my relatable approach to business formations and tax planning.

READY TO TALK? Reach out to me directly here on LinkedIn or visit my website www.joshualowenthal.com

 Areas of Practice: Business Formations / Tax Controversy / Tax Planning / Tax Structuring / Corporate Governance / Mergers & Acquisitions 

Social Links
•	Website: www.joshualowenthal.com
•	X: www.x.com/joshualowenthal

Josh Lowenthal

One of the most hotly contested areas of a transaction is reps and warranties.

Unlike buying a house where you can see the defects, the loose shingles, the missing brick, the water damage, when buying a business you don't have the same flexibility.

Enter reps & warranties.

Reps and warranties are statements of fact, made by both parties, that form the foundation of a purchase agreement. The seller represents that the business is what they say it is: accurate financials, no undisclosed liabilities, no pending litigation, employees properly classified, taxes filed and current.

If a rep turns out to be wrong, the consequences survive closing.

Indemnification is the mechanism that gives teeth to reps and warranties — meaning the seller may owe the buyer back for losses tied to a breach.

Typically, we negotiate the survival period for reps and indemnification to run somewhere between 12 and 24 months past closing. Sometimes longer.

Most sellers assume closing is the finish line. Legally, it's not.

Understanding which reps are worth fighting for and which ones you can accept and move on from is critical to keeping a deal moving toward closing.

Lawyer ⚖️ | 💰Tax Planning | 🚀M&A | Helping you build your business empire by acquiring your next SMB.

Most buyers negotiate deal price.

Almost none negotiate deal structure.

That's backwards.

The structure of a transaction, equity vs. asset sale, has real tax implications and can be used as leverage throughout the negotiation.

Know the difference before you sign the LOI.

Lawyer | Helping entrepreneurs buy, grow, and sell main street businesses | Building a modern law firm at 7th Street Legal

I help acquisition entrepreneurs buy, grow, and sell small businesses.

In the past, you’ve had limited options. Large law firms cost too much money. Small town lawyers lack the experience. 

I founded 7th Street Legal to provide you with an alternative: Premium legal services, predictable pricing, a law firm designed for you.

Before founding 7th Street Legal, I worked in private practice, representing some of the biggest companies in the world. But equally important, I’ve spent years working exclusively with main street entrepreneurs.

Hal Stanton

It’s best practice to form an LLC early in your search. Here’s three reasons why:

1️⃣ An LLC offers you limited liability protection.

Even during the early stages of your search, you’ll be signing non-disclosure agreements and, eventually, letters of intent.

This is low risk stuff. You’re unlikely to incur meaningful liabilities at this point. 

But why take the chance?

Signing on behalf of an LLC rather than personally maintains a bright line between business and personal assets.

2️⃣ An LLC gives you a professional persona.

Signing on behalf of an LLC demonstrates that you’ve taken the first step towards professionalizing your search.

Combined with professional communications (email and letterhead), it makes it less likely that sellers will see you as a tire kicker and more likely that your offers will be taken seriously.

3️⃣ You can use your LLC to purchase the assets of the target business.

If you're pursuing an asset purchase, you'll need to organize a legal entity to complete the purchase. 

Depending on your plans, you may want to do this even if purchasing stock.

The right entity is often (although not always) an LLC.

Even if you don’t end up using the LLC as an acquisition vehicle, LLCs are low cost and simple to organize. If your LLC later becomes surplus to requirements, you can dissolve it.

As always:

1. Follow me for more insights into main street M&A.
2. Reach out if you want to discuss working together.

#MergersAndAcquisitions #Entrepreneurship #Legal #Searcher #AcquisitionEntrepreneur #7thStreetLegal

M&A Lawyer | We help entrepreneurs buy and grow small businesses | Founder of 7th Street Legal

Here are the three most common reasons why my clients want to purchase a small business.

1️⃣ 𝗔𝘂𝘁𝗼𝗻𝗼𝗺𝘆. They want to be their own boss and set their own schedule. They’ve spent their professional careers being managed. Now they want to lead.

2️⃣ 𝗙𝗶𝗻𝗮𝗻𝗰𝗶𝗮𝗹 𝗥𝗲𝘄𝗮𝗿𝗱. They see it as a chance to build generational wealth. The kind of wealth you can leave behind. The kind of wealth your children will inherit.

Little wonder there are impact accelerators like New Majority Capital that are focused on tackling the persistent wealth gap.

3️⃣ 𝗖𝗵𝗮𝗹𝗹𝗲𝗻𝗴𝗲. They’re already successful. They’ve had impressive corporate careers. Now they want to take their skills and energy to a new frontier.

What about you? What reasons do you or your clients have for wanting to purchase a small business?

As always:

1. Follow me for more insights into main street M&A.
2. Reach out if you want to discuss working together.

#MergersAndAcquisitions #Entrepreneurship #Legal #Searcher #AcquisitionEntrepreneur #7thStreetLegal

Don’t be like many first-time buyers.

Don’t be in a rush.

Closing a deal, especially your first, can be exhilarating.

You’ve worked hard to get to where you are, a signed letter of intent in hand. But there are still so many unknowns.

Time kills deals, but mistakes can live with you for years. There are liabilities lurking in the shadows. Take the time to identify and mitigate. Don’t ignore.

Work quickly but methodically through the phases of your deal. Rely on your advisors to help guide you through the process. Diligence to transaction documents, transactions documents to close.

And don’t be afraid to terminate the deal if red flags are uncovered. Killing a bad deal is better than closing a bad deal.

If you’re determined to proceed at all costs, there is no point in hiring competent advisors.

At that point, you may as well lawyer the deal yourself. Use the fees you save to help mitigate the losses later.

As always:

1. Follow me for more insights into main street M&A.
2. Reach out if you want to discuss working together.

#MergersAndAcquisitions #Entrepreneurship #Legal #Searcher #AcquisitionEntrepreneur #7thStreetLegal

The Midwest has many great features. But the weather is not one of them.

This is especially true of Michigan, where miles of hiking trails and the wonder of the Great Lakes are offset by the harsh cold reality of winter.

Worse, in the winter months, blankets of gray clouds can obscure the sun for a week at a time.

I can take the cold; I struggle without sunlight.

Yet winter is almost over.

Green shoots are appearing, and nature knows.

What’s more, while the morning air is still cold, the sun is coming back.

Roll on the spring equinox. I hope you all are as excited as I am.

Looking to buy a business from a friend?
You still have to follow this golden rule.

Negotiate and sign a letter of intent.

Why?

For one, an LOI creates a safe space for further negotiations.

The LOI lets you feel out the likelihood of success before sinking too much time, energy, and money into the deal.

By memorizing the deal’s material terms in an LOI, you are forced to really think through the issues. This process makes it less likely that a disagreement will arise later.

Late in the day differences = dead deal fees.

But more to the point, even the strongest friendships can strain under the weight of deal making, and an LOI allows you to remove your friendship from the negotiating equation.

For example, by including binding provisions in your LOI relating to exclusivity you can start asking the important questions without fear that your friend will instantly go looking for another buyer.

- What are the difficult conversations you need to have relating to diligence?
- How hard do you want to push on normalized working capital?

By forcing you to agree on material terms upfront and by committing you to negotiate in good faith, a formal LOI will make it more likely that your deal closes successfully.

And that rule applies whether buying a business from a friend or otherwise.

As always:

1. Follow me for more insights into main street M&A.
2. Reach out if you want to discuss working together.

#MergersAndAcquisitions #Entrepreneurship #Legal #Searcher #AcquisitionEntrepreneur #7thStreetLegal

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The Battle

Josh Lowenthal

Hal Stanton

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taplio

The Battle

Josh Lowenthal

Hal Stanton

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Performance Score.css-goub6s{font-size:var(--chakra-fontSizes-md);font-weight:500;color:var(--chakra-colors-gray-600);display:block;margin-top:var(--chakra-space-1);}Josh Lowenthal's LinkedIn Performance

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