Proposal

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Frank Glenn Clark Sr.

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Dear
Frank Glenn Clark Sr.
,

We are pleased to introduce our legal services, designed to meet your unique needs. Our team, committed to excellence and with a strong understanding of the law, is ready
to provide solutions that aim to meet your expectations.

We are skilled in handling complex legal challenges and are aware of the importance of choosing the right legal partner. We believe that choosing SMB Law Group will be a decision that brings value and peace of mind.

Below, you will find more information about our firm and a proposal for our services. Thank you for considering SMB Law Group. We look forward to working with you.

Best Regards,
SMB Law Group LLP

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our story

About SMB Law Group

SMB Law Group was established by three former Big Law attorneys to provide specialized legal services to small and medium-sized businesses. Our firm began with a mission to offer practical, results-driven solutions tailored to the unique challenges faced by business buyers and sellers.

Over the years, we've expanded our expertise and team to better serve our clients, focusing on helping them navigate complex legal landscapes with confidence. Today, SMB Law Group continues to champion the success of our clients with a commitment to excellence and personalized support.

Featured In:

Past clients

Great businesses  trust our work.

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327+

Clients served

1.01b+

Closed M&A transactions

100%

5 Star Google reviews

89

Net Promoter Score

Our Attorneys

Attorneys licensed across 11 states.

Illinois pending. Able to serve many clients in other jurisdictions on a case-by-case basis.

About

Main Street Express

Main Street Express is a specialized legal service tailored to small business buyers targeting small acquisitions. This program offers limited-scope engagements, providing expert legal supportat reduced fees, simplifying the legal complexities of acquisitions and empowering small business owners to navigate these challenges more effectively and affordably.

Our m&a process

A simple yet powerful and efficient process.

01

Onboarding & Kickoff

Sign the Engagement Letter, complete our short onboarding documents, and conduct a Kickoff Call.

02

Execution

We'll work together to execute the drafting of documents, legal diligence, and negotiation. Expect weekly check-in calls and progress updates.

03

Closing & Beyond

We're here to support you through and beyond closing day.

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MSE process

A simple yet powerful and efficient process.

01

Onboarding & Kickoff

Sign the Engagement Letter and complete our short onboarding documents.

02

Execution

We'll work together to execute the drafting of documents and deliver them to fit your timeline.

03

Closing & Beyond

We're here to support you through and beyond closing day.

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What's included

Review your custom fee proposal.

Total Fixed Fee

$2,500

, payable as follows.

Schedule

Retainer:
due immediately and applied at delivery of draft purchase agreement.
due immediately and applied at delivery of draft purchase agreement.
Progress Payments:
due on each 30-day anniversary of engagement.
due on each 30-day anniversary of engagement.
Closing Payment:
Balance (Total Fee minus Progress Payments, if any) due at closing in the closing funds flow.
Expenses:
not included in Total Fee and billed monthly.
not included in Total Fee and billed monthly.
Fee

Your fee quote.

$2,500

, payable monthly on the 1st.

MSE Fee Proposal

Review your custom fee proposal.

Total Fixed Fee

$2,500

, payable as follows:

Schedule

Retainer:
50%
due immediately and applied at delivery of draft purchase agreement.
due immediately and applied at delivery of draft purchase agreement.
Closing Payment
50%
due upon closing of the transaction.
due upon closing of the transaction.
Expenses:
not included in Total Fee and billed monthly.
not included in Total Fee and billed monthly.
Note:
All eligible transactions will have the optionality to choose our standard, full-scope engagement instead.
Additional work beyond the scope of services will carry additional fees.

Here's what it might look like:

75 Days to Close

Estimated Total Out of Pocket:

Estimated Paid at Closing:

120 Days to Close

Estimated Total Out of Pocket:

Estimated Paid at Closing:

What's included

Your scope of work.

The fee covers all legal work directly related to the M&A transaction itself (with a few exceptions), which generally falls into four (4) buckets:

Legal documentation – drafting and negotiating the purchase agreement and all ancillary transaction documents (promissory notes, security agreement, consulting / employment agreements, bills of sale, assignments, closing certificates, resolutions, etc).

Legal due diligence – we do a review of legal diligence matters to identify any legal risks that need to be assessed and addressed in the deal documentation.

Equity structuring – we form the acquisition entity and capital structure, including partnership agreement, equity raise from outside investors, etc.

Debt structuring – working with your lender on transaction documentation, loan documentation and closing.

Exceptions are:

Complex tax structuring or advice.

Legal services not directly related to the acquisition (e.g., you may elect to form additional entities for a HoldCo structure that is implemented in tandem with your acquisition, but is not directly related to the transaction itself).

Legal specialists in a specific geography for discreet issues (occasionally your transaction will raise a discreet issue that requires special legal knowledge of a given jurisdiction where we don’t practice, in which case we will add a local lawyer to the legal team to advise on such discreet issue. Depending on the scope of the issue, which will be discussed up front with you before any third party engagement, that may result in additional legal expenses).

What's included

Your scope of work.

FGC Premium

1. Business Formation and Structure

All services from the Standard Plan.
Advanced Corporate Governance: Detailed management of corporate records and board meetings.

2. Licensing and Permits

Full support for all licensing and operational permits.

3. Contracts and Agreements

Service Contracts: Drafting and reviewing up to 10 customer agreements per month.
Advanced Supplier and Distributor Agreements: Complex contractual arrangements.
Master Service Agreements: Comprehensive agreements for large-scale projects.

4. Employment Law

Comprehensive Employee Handbooks and Workplace Policies: In-depth employee policies.
Advanced Labor Law Compliance: Detailed guidance on complex employment issues.

5. Insurance and Liability

Complete Insurance Coverage: Advice on a full range of insurances, including general liability, workers’ compensation, and professional liability.

6. Health and Safety Regulations

Complete OSHA and EPA Compliance: Ensuring full compliance with safety and environmental regulations.

7. Real Estate Matters

Property Acquisition Agreements: Legal assistance in purchasing commercial property.

8. Dispute Resolution

Customer and Supplier Disputes: Handling complaints and disputes, including mediation and arbitration.

9. Taxation

Tax Compliance and Strategy: Guidance on federal, state, and local tax regulations.

10. Data Privacy and Security

Customer Data Protection: Compliance with data protection laws.

11. Mergers and Acquisitions

M&A Transactions: Assistance with business acquisitions and mergers, including due diligence.

12. Employee and Compliance Training

Periodic Training Sessions: Regular training for employees on legal and compliance matters.

Additional Services (Available at an hourly rate or project fee)

Regulatory Compliance: Assistance with industry-specific regulations.
Advanced Taxation Advice: Complex tax planning and strategy.
International Structuring: For businesses with international operations.
Complex Mergers & Acquisitions: Comprehensive support for large-scale transactions.

What's included

Your scope of work.

FGC Basic

1. Business Formation and Structure

Advice on Business Entity: Guidance on choosing the right business entity (LLC, Corporation, etc.).
State and Local Registrations: Assistance with compliance with state business registration requirements.

2. Licensing and Permits

Professional Licenses: Help in obtaining specific licenses for work.
Operational Permits: Assistance with local permits for business operations, including zoning permits.

3. Contracts and Agreements

Service Contracts: Drafting and reviewing up to 2 customer agreements per month.
Supplier Agreements: Basic contracts with suppliers for equipment and materials.

4. Employment Law

Employee Handbooks: Creation of basic employee handbooks with policies and procedures.
Compliance with Labor Laws: Guidance on federal and state employment laws.

5. Insurance and Liability

General Liability Insurance: Advice on obtaining appropriate liability insurance.

Additional Services (Available at an hourly rate or project fee)

Regulatory Compliance: Assistance with industry-specific regulations.
Advanced Taxation Advice: Complex tax planning and strategy.
International Structuring: For businesses with international operations.
Complex Mergers & Acquisitions: Comprehensive support for large-scale transactions.

What's included

Your scope of work.

FGC Standard

1. Business Formation and Structure

All services from the Basic Plan.
Ongoing Corporate Governance: Comprehensive incorporation services, cap table management, and compliance support.

2. Licensing and Permits

All services from the Basic Plan with additional support for complex licensing issues.

3. Contracts and Agreements

Service Contracts: Drafting and reviewing up to 6 customer agreements per month.
Supplier and Distributor Agreements: Detailed contracts with suppliers and distributors.
Employment Contracts: Non-compete, confidentiality clauses, and other employment agreements.

4. Employment Law

Enhanced Employee Handbooks: Detailed policies and workplace procedures.
Labor Law Compliance: Assistance with wage and hour laws, worker safety regulations (OSHA), and anti-discrimination laws.

5. Insurance and Liability

Workers’ Compensation and Professional Liability: Guidance on obtaining necessary insurances.

6. Health and Safety Regulations

OSHA Compliance: Ensuring workplace safety standards are met.

7. Real Estate Matters

Commercial Leases: Drafting and reviewing commercial lease agreements.

What's included

Your scope of work.

The specific steps included in this process consist exclusively of the following (collectively the “Main Street Express Process”):

1. We will review the LOI (Letter of Intent), Term Sheet, or whatever other writtendetails you have available about your deal.

2. We will provide you with a questionnaire to ensure we have clarity on all theessential terms needed for a first draft of a PA.

3. We will draft the Deal Documents and send them to you via email with questionsand comments, which, along with the PA, are limited to:

         a. Bill of Sale/Assignment of Contracts

         b. Promissory Note (if applicable)

4. We will schedule a phone call or virtual meeting to discuss the Deal Documentswith you, answer questions, and get necessary feedback.

5. We will update the Deal Documents as needed based on our discussion andsend them to you to provide to the seller, broker, or other appropriate party.

The Main Street Express Process is intended to cover everything until the DealDocuments go to Seller for review for the first time. After the Main Street ExpressProcess, the flat fees described below would be earned, you will have no furtherobligation to continue working with us, and we will have no further obligation tocontinue working with you, although we generally anticipate assisting as needed untilthe deal has closed.

Post-close support

Consider adding on our Post-Close Toolkit

We pride ourselves in supporting the full lifecycle of a small business entrepreneur. As such, we want to make sure your transition is effective and supported.

What's Included:

List 1
List 2
List 3

Discounted for M&A Clients

$9,990

$12,000

Paid via funds flow at closing - no money out of pocket.
What's next?

Accept this proposal.

Click the button below to accept this proposal, sign the engagement letter, and a team member will reach out to you shortly to get started!

Disclosures

By accepting and reviewing this Vision Guide of SMB Law Group LLP (“SMB”), you
hereby acknowledge that the information provided herein is confidential in nature and
agree not to disclose the contents or existence of this Vision Guide without the express
written consent of SMB.

 You also acknowledge that any disclosure or use of this Vision Guide, including the
existence of this Vision Guide or the contents contained herein, may cause serious
harm and/or financial damage and losses to SMB Law and its partners.

 Upon request of SMB, this Vision Guide will be immediately returned to SMB Law or
destroyed.

 The provision of this Vision Guide does not imply an offer to buy any securities.  This
Vision Guide is being provided exclusively for educational and informational purposes
and neither SMB nor its partners are seeking any legal employment or pecuniary gain.

Attention:
Frank Glenn Clark Sr.
Re: Engagement for Legal Services
To:
Frank Glenn Clark Sr.

Thank you for selecting SMB Law Group LLP (“ the Firm” or “us” or “we”) to serve as your legal counsel. The purpose of this engagement letter (“Agreement”) is to outline the nature of the engagement and our respective responsibilities and expectations under this Agreement.

Scope of the Engagement: We have been asked to represent the following entity (“you”):

Frank Glenn Clark Sr.
ABC LLC
The scope of this engagement is limited to the following subject matter:
insert scope of work

The engagement does not include any other actual or potential transactions, litigation, appeals, or arrangements that may arise out of this matter. Our representation may be expanded if the parties separately agree in writing to do so. After this engagement concludes, the Firm has no further obligation to advise you. As such, if there are any later legal developments that may impact your future rights and liabilities, including changes in the applicable laws or regulations, you will have to engage us separately to advise on such developments.

The outcome of any matter is subject to inherent risks and other factors beyond our control. Therefore, we have not made, and cannot make, any guarantees or promises concerning the outcome of this matter.

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