Unit 02: Company formation and management

Unit 02: Company formation and management

The ability to use search engines effectively is an essential skill in carrying out online legal research.

Learning Synopsis

This exercise examines the use of the advanced features in Google.

Exercise

An attorney in your working group has just been contacted by one of your firm's clients, a multinational computer hardware and software company which maintains its headquarters in your country. The client was in the process of expanding its consulting and logistics operations in the US market, and was negotiating the purchase of a small group of consulting companies situated in Texas and California. To negotiate the purchase, your firm’s client hired a reputable Californian law firm to conduct the due diligence* of the target companies, and address other legal matters concerning the purchase.

American counsel submitted the due diligence report to the managing director of your client firm. The managing director is flying to the US in the morning and has a couple of last-minute questions regarding the contents of the report.

The due diligence report indicates that the corporate form adopted by the consulting group in California is a limited liability company, whereas the one adopted by the Texan group is a professional limited liability company.

Your colleague wants to call the client before close of business and asks you to help prepare answers to the following questions:

  • What is the difference between a limited liability company and a professional limited liability company?
  • What are the advantages and disadvantages of operating under each of these respective corporate forms?
  • Outline any relevant considerations to the acquisition of these entities by a foreign buyer.

* to find a definition of due diligence, type the following search query into Google:
define:due diligence

 

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