Portland Business & Commercial Law Blog

Entrepreneurs in Oregon often opt to purchase an established, successful business for obvious reasons of lowering their risk going forward. The process of purchasing a going concern is not quite as easy as it may appear at first blush. Every aspect of business formation contains pitfalls that must be prevented and due diligence that must be performed.

The buyer should get a handle on how much of a capital expenditure he or she has available to invest in the purchase transaction. Additional investment funds should be available for the time right after the purchase. There will inevitably be improvements to install to make the business even more steady in its returns.

Nearly all local county and city governments in Oregon and nationwide have by now switched to some form of a digital system of data retrieval and storage. For example, the old ways of having clerks type massive deeds by hand into heavy, burdensome record books are dead. Now vendors offer contracts where they provide high-tech scanning, indexing, and retrieval functions in one package of software.                                              

It is still necessary for consumers to know how to access and order copies of that material that is open to the public. Thus, when software is sold to a government agency, the purchase and sale contracts may provide for installation of the software, coordination of the network of machines and teaching the employees and even the consuming public how to use it. In addition, sometimes the vendor providing the software will also provide suitable hardware, especially where the agency is using outdated hardware.

When starting a business in Oregon due diligence requires that issues of data privacy, cybersecurity and the risk of data breaches be thoroughly researched and accounted for. The same applies in the business formation process that accompanies mergers and acquisitions. The problem of finding security weaknesses and even breaches after the acquisition of a business is common but sometimes disastrous.

When a significant post-acquisition security problem is discovered, it may bring a variety of negative consequences for the transaction and the companies involved. This may include shareholder lawsuits, securities fraud charges and other financial and operational risks. Some of the threats that must be confronted and handled during a merger or acquisition include ransomware threats, phishing schemes and the hacking and release of sensitive emails.

Sports agreements between municipalities and private owners of minor league teams are fairly commonplace in Oregon and other states. Sometimes, the agreements don't work out as planned, and disputes arise. These are often over commitments by one or both parties to contribute promised financing or other resources as part of the contract. When the meaning of the contract becomes hopelessly tied up in conflicting accounts, the dispute may end up as a business litigation lawsuit.

One famous ex ballplayer, Cal Ripken Jr., has been in the minor league baseball business since his retirement some 20 years ago. Ripken resorted to business litigation in the form of a breach of contract complaint this past week against the city where his team is located. The lawsuit claims that the city, which owns the ballpark, has failed in its agreement made at the inception of the contract to upgrade and modernize the park.