Recent Articles

Checklist for a Technology Transfer Agreement

Anthony Cerminaro
May 01, 2008 19:05

Partially adapted from the "Training Manual on Technology Transfer", by United Nations Industrial Development Organization (UNIDO)Preliminary Statements Identification of the parties The opening paragraph should identify the parties to the agreement with their official names, addresses...

Technology Transfer Agreement Checklist

Anthony Cerminaro
May 01, 2008 18:56

Structure of a Technology Transfer Agreement (check-list) Partially adapted from the "Training Manual on Technology Transfer", by United Nations Industrial Development Organization (UNIDO)Preliminary Statements Identification of the parties The opening paragraph should identify the...

How M&A Works in China

Anthony Cerminaro
February 29, 2008 19:36

For M&A, the basic policy is as follows:Foreigners are permitted to purchase small Chinese companies that the central government is not interested in managing.Foreigners are permitted to purchase large, state-owned enterprises that suffer from financial difficulty, provided the foreign investor...

Negotiating a Real Estate Broker Agreement

Anthony Cerminaro
February 01, 2008 18:10

This article discusses some of the common issues that a Company may want to explore before the Company signs and delivers a real estate broker's standard form of retention agreement.

Reverse Merger Financial Statement Requirements

Anthony Cerminaro
February 01, 2008 18:07

This memorandum discusses the steps that a former shell company must take to comply with the SEC Staff’s position with respect to reporting financial statements in connection with mergers that cause a public shell company to cease being a shell company.

Joint Venture Agreements

Anthony Cerminaro
January 24, 2008 19:06

Great collection of joint venture agreements at this OneCLE webpage

ESOPs in a Nutshell

Anthony Cerminaro
January 24, 2008 19:03

"ESOPs are most commonly used to provide a market for the shares of departing owners of successful closely held companies, to motivate and reward employees, or to take advantage of incentives to borrow money for acquiring new assets in pretax dollars. In almost every case, ESOPs are a contribution...

Troubled Tech Company Due Diligence Tips

Anthony Cerminaro
January 22, 2008 15:25

"The considerations and observations listed below are by no means exhaustive, but may provide some guidance (or at least food for thought) if you are looking at acquiring a tech company, particularly a distressed tech company. "1. Test the target’s accounts payable, accrued expenses and l...

The Perils of Using Form Agreements

Anthony Cerminaro
December 30, 2007 13:07

Set forth here is a form of consulting agreement available from the collection of OneCle.com Business Contracts from SEC filings. OneCle provides a useful reservoir of publicly available contracts. The problem, however, with using these or any other contracts as a model for your agreement is that...

Law of Contracts Outline

Anthony Cerminaro
December 28, 2007 15:57

Here is a link to a worthwhile outline of the Law of Contracts