WHEN DOES MY NURSERY SCHOOL, PRESCHOOL OR CHILD DAYCARE CENTER NEED A LAWYER?
© 2006 By Douglas E. LoMonte
If you own or manage a nursery school, preschool or child daycare center, you have probably recognized that there is a distinct set of legal issues applicable to your business. Over the past fourteen years of practicing law in Connecticut, I have developed considerable experience with that set of legal issues. I’m familiar with the Connecticut statutes and regulations governing nursery schools, preschools and child daycare centers and how those statutes and regulations are interpreted.
First, by way of background, I’d like you to understand my legal philosophy. I have found that business owners appreciate an emphasis on spotting issues before they become problems and always discerning the least risky and least costly path. That’s the legal philosophy with which I’ll approach your legal issues. When it comes to a business acquisition, I’ve found that the assistance of a lawyer who is also a skilled negotiator is often a key ingredient in obtaining the most favorable terms.
Here are six examples of when your business may need a lawyer and the services that will be available when you call me.
1. Acquisition. You have identified an existing facility that you’d like to acquire and the owner wishes to retire and sell the business. My services include the following.
Structuring the deal for tax purposes. Should you purchase the business assets? What if the seller offers to sell you his/her stock or LLC membership interest? What are the best strategies for allocation of the purchase price? I’ll provide the answers.
Negotiating and closing the purchase agreement. In the context of the acquisition of a small business, the buyer’s lawyer customarily drafts the purchase agreement. Generally, the purchase agreement is accompanied by a number of ancillary documents. I’ll explain your rights and obligations under the purchase agreement and ancillary documents and how those documents relate to one another. Have a nagging concern? This is an appropriate time for you to ask questions and keep on asking questions until my answers put your mind at ease. Sometimes the purchase agreement is signed before the closing of the transaction. Other times, the purchase agreement is signed at the closing. In either case, I’ll represent you at the closing.
Due diligence. Do you need assistance you with your examination of the seller’s business records? What are the red flags? What should you be looking for? I’ll be available to help.
Closing a loan. If you need to borrow money to finance the purchase price, I’ll be available to discuss the various financing options and their respective advantages and disadvantages. I’ll also assist you with assembling the documentation required to close the loan.
Handling the real estate purchase or lease assignment/assumption. If the owner of the facility owns the land on which the facility is built, you may wish to purchase that land. If the facility is in a leased space, there will probably be negotiations with the landlord. I can help you with those issues. I’ll help you steer clear of the legal minefields and conduct successful negotiations.
2. Sale. You own a facility and have decided to sell. The seller of a small business has a much different perspective than the buyer. I’ll assist you with the above bullet points from “the other side of the table”.
3. Non-Profit. Your facility is operated as an auxiliary of a religious organization. In order to facilitate fund-raising and resolve insurance/liability issues, the directors/trustees decide that it will be best for the facility to operate as a separate non-profit organization. My services include consulting with you regarding state licensing, incorporating a new entity and applying to the IRS for recognition of tax exempt status.
4. New Employee. You plan to hire a new director or head teacher. My services include preparation of a written employment agreement designed to maximize the organization’s rights and flexibility.
5. Employee Discharge. A staff member has repeatedly demonstrated inappropriate behavior. My services include counseling on the best way to discharge that person while protecting the organization from a wrongful discharge or discrimination claim.
6. Tuition Dispute. A parent requests a refund of a tuition deposit. When the request is denied, the parent brings up other “issues” and threatens a lawsuit. A well written letter from me diffuses the situation.
I hope that the above information is helpful. If you own a nursery school, preschool or child daycare center and think that you may need a lawyer, please don’t hesitate to contact me by phone or at dlomonte@wsdb.com. There’s no charge for my initial consultation.
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