Transactional Pharmacy

The specialized area of purchasing, selling, or creating a new start-up retail pharmacy, sterile compounding pharmacy, or wholesaler requires a legal team that understands pharmacy law, regulations, standards of practice, and the business of pharmacy.

At CPL, our transactional team provides comprehensive representation in all types of pharmacy-related transactions.  We protect your interests in any purchase or sale of assets or stocks, along with any related commercial real estate leases or purchases.

Transactional law primarily involves contracts and document filings (transactions), as opposed to legal disputes (litigation).  Though litigation can be an unfortunate risk of doing business, a transactional lawyer can help implement proper documents and filings for a business, to minimize the risk of litigation in the future.  The best business plans not only include contingency plans in the event of a dispute or adverse claim, but also procedural and substantive safeguards to mitigate or avoid disputes altogether. CPL helps its Clients create and effectuate such safeguards.

Challenges are plentiful with the sale and purchase of a pharmacy or wholesaler.  One such example is when a business broker is involved whose primary interest may be to push forward a sale to realize his commission.  A careful reading of the broker agreement (usually with the Seller) will expressly exclude any legal advice, which appropriately positions the broker as merely a match-maker – their job is to bring together buyers and sellers, and to facilitate any info and documents between them pursuant to the parties’ requests and allowances.  A broker’s job does not include advocating for either side, nor ensuring that the Purchase & Sale Agreement fully represents either side’s interests.  For these reasons, the typical generic Purchase & Sale Agreement form oftentimes used by a broker can be ambiguous and missing critical essential terms contemplated by the parties.  They are not tailored to the highly regulated business of prescription drugs or devices, nor do they contemplate the intricacies of postclosing financial and performance obligations necessary to a pharmacy transaction.  CPL can ensure that your purchase and sale agreement is sufficiently comprehensive for the type of transaction you are considering, and that its terms are fair to you in all critical respects.

CPL provides a variety of pharmacy business transaction services for new or growing businesses.  Such pharmacy related transactional services include:

• Asset/Stock Purchase and Sale Agreements

• Stock Purchase Agreements

• Limited Liability Membership Interest Sale or Transfer Agreements

• Employee or Independent Contractor Agreements

• Management Agreements

• Confidentiality & Non-Disclosure Agreements

• Commercial Lease Agreements containing required Board of Pharmacy compliance assurances.

• Company Policies & Procedures

This is only a brief list of pharmacy related business transactions, and is by no means comprehensive.  Aside from these common transactions encountered by most pharmacies, each pharmacy will likely have unique requirements, business relationships, or goals that require custom documentation.  CPL is prepared to meet your transactional needs.

Transactional Non-Pharmacy

Our CPL transaction team consists of more than sixty years of collective experience, providing comprehensive representation in all types of business transactions and contracts.  We are well versed and extremely prepared to protect your interests in any purchase or sale of business assets, including the purchase or sale of an entire company, as well as commercial real estate transactions.

The difficulties associated with business sales and purchases can be many.  In a number of transactions, a business broker is involved, whose primary interest may be in completing the sale. Reviewing a brokers’ disclosure statement typically reveals they are not providing legal advice and are not fully representing your interests; they are merely facilitating putting a buyer and seller together.  CPL can help ensure that your purchase and sale agreement is sufficiently comprehensive for the type of transaction you are considering, and that terms are fair to you in all critical respects.

CPL provides a variety of business transaction services for new or growing businesses, as well as corporate services specifically tailored for established entities.  Such transactional and corporate services include:

*  Business Formation or Dissolution
*  Bylaws or Shareholder Agreements
*  Employee or Independent Contractor Agreements
*  Confidentiality & Non-Disclosure Agreements
*  Real Estate Purchase or Lease Agreements
*  Company Policies

With CPL’s experienced attorneys, we offer recommendations you can trust for the highly technical and specialized services, which may include:

*  Website Terms of Use & Privacy Policies
*  IP Licensing Agreements
*  Intellectual Property Protection
*  Trademark or Copyright Registration
*  Private Securities Issuance

This is only a sampling of common business transactions, and by no means comprehensive.  Aside from common transactions encountered by most businesses, each business will have unique requirements, business relationships, or goals that require custom documentation.  CPL is prepared to meet all your transactional needs.

Corporate Compliance

CPL guides its corporate Clients on matters of formation, ongoing compliance, and resolution of corporate governance disputes.  CPL is prepared to protect the interests of your corporation from violations of statutory requirements and standards, thus preserving the stability and value of your company.

Corporate governance consists of rules, processes, and protocol that have been agreed upon in advance and in accordance with the applicable corporations codes.  These guidelines and mandated requirements offer stability to the corporation, dictating how the company should be run and how disputes should be handled.  Governance is intended to provide clarity and direction to all stakeholders, including the board of directors, shareholders, management and employees.

Strong corporate governance positively affects the firm’s perceived value in the market.  Strict enforcement projects stability and can make it easier to raise capital and investment.  Common examples of corporate governance violations include:

• Failure to comply with corporate requirements of record keeping and regulatory
  compliance;

• Unethical behavior;

• Use of the corporation for personal gain;

• Failure to differentiate between corporate and personal finances;

• Lack of transparency;

• Breach of fiduciary duty.

Violation of corporate governance by any officer, director or member creates problems for all other shareholders and negatively affects company valuation.  Corporate governance must be dealt with proactively and aggressively to avoid legal issues for the company and to protect the interests of all other shareholders.

Unlike the many non-attorney services on the internet, which leave you stranded after the Articles of Incorporation are filed, CPL will continue to work with the corporate founding members to draft governing documents and perform annual corporate compliance services to ensure the corporate entity’s continued good standing.  In suspected cases of non-compliance, CPL will investigate such suspicions to assess the legitimacy of the suspicion and its level of risk exposure, to then present you with clear pathways of your legal options.

Business Formation

CPL will help you get your business started right, by explaining the benefits and risks involved with the possible types of business ownership, which include:

• Sole proprietorship

• Partnership

• Corporation

• Limited liability partnership

• Limited liability company

CPL will assess your unique situation and your overall goals, then work with your tax advisor to help you determine the most appropriate ownership structure for your needs and then assist you in creating it.

CPL offers a unique, all-inclusive Corporation or LLC formation service consisting of:

1. Corporate formation;

2. Filing Articles of Incorporation (Corporation) or Articles of Organization (LLC);

3. Statement of Information;

4. Obtain FEIN from the IRS;

5. Prepare your Bylaws (Corporation) or Operating Agreement (LLC);

6. Prepare your Minutes and Resolutions;

7. Issue Stock Certificate (Corporation) or Member Interest Certificate (LLC);

8. Prepare IRS 2553 election if requested;

9. Prepare Dept. of Business Oversight LEON documents for filing.

In addition to the entity formation services, CPL can prepare supporting documentation such as:

• Partnership, LLC and Shareholder Agreements

• Management Agreements

• Revenue Sharing Agreements

• Confidentiality agreements

• Shareholder Buy-Out Agreements

For those entities already formed, CPL can draft or review your shareholder agreement, operating agreement or partnership agreement to ensure that your personal assets are protected and that  your business is protected should disputes arise in the future.  CPL reveals potential opportunities as well as challenges, and plans for them by implementing necessary agreements and documentation.

CPL has helped numerous Clients develop their articles, by-laws, partnership agreements, operating agreements and management agreements that clearly dictate each party’s rights and responsibilities.  Through these documents, CPL not only reduces the possibility of future business litigation, but also lays a solid foundation needed to grow and thrive. 

After formation, each entity must comply with the CA Corporations Code to retain the
benefits of incorporating.  CPL offers annual corporate compliance services which
include:

• Shareholders Waiver of Notice of Annual Meeting;

• Minutes of Shareholder’s Annual Meeting;

• Directors Waiver of Notice of Annual Meeting;

• Minutes of Director’s Annual Meeting;

• File Annual Statement of Information;

• Provide client with all Notices and Minutes for inclusion in corporate book.

CPL is prepared to meet your entity formation and ongoing compliance needs.

Transactional Pharmacy

Transactional Non-Pharmacy

Business Formation