Frank Jermusek discovered his interest in law while in college at The University of St. Thomas in St. Paul. While studying Business at St. Thomas, Frank Jermusek was at the same time working for the Minnesota Investment Firm, Baker Investments. While his main work consisted of managing investments of the company, Frank began working on complex commercial transactions.
About Frank Jermusek
The Jermusek Law Firm, LLC
After studying law at William Mitchell, Frank Jermusek was hired immediately to work as an attorney at Leonard, Street and Deinard. In 2006, he founded his own law firm, The Jermusek Law Firm, LLC, which is based out of Minnesota.
The company is focused on providing sophisticated, creative, and practical solutions for clients dealing with real estate, business, and lending matters. Frank Jermusek has mainly focused his legal practice on business, real estate, lending, and golf/hospitality matters.
SVN | Northco
Working closely with his other Business, SVN | Northco, a real estate and investment firm also operating in the Minnesota area and Twin Cities, Frank Jermusek’s law firm will help individuals and companies across the greater Midwest handle legal work and strategies for real estate transactions, business transactions, and litigation for both.
In terms of real estate, Frank Jermusek’s firm will provide a practical solution to legal matters in purchase & sales, development & construction, debt & equity finance, leasing & property management, loan workouts & restructuring, commercial lending, 1031 Exchange, and, another speciality, Golf Course & Hospitality. In business, his firm will handle the legal work for business formation, contracts, mergers & acquisitions, and corporate finance.
In his work as a legal consultant and attorney at law, Frank Jermusek hopes to provide his clients with planning and preparation that will maximize the profit for their business or institution, and deliver the best possible results for that individual company or service.
Connect with Frank Jermusek
There are many pros and cons when it comes to structuring a business sale as an asset sale or a stock sale. It is also complicated because the decision can affect the people involved and some can benefit from opposing structures while others do not. It is important to consult your attorney before deciding on a sale structure. Overall, buyers prefer asset sales, whereas sellers prefer stock sales. Below are the primary differences between asset sales and stock sales.
Since every business transaction is different, this article does not intend to provide legal or tax advice. Buyers and sellers should first, consult attorneys and accountants when considering a business sale structure.
The difference between an asset sale and a stock sale is that an asset sale is the purchase of individual assets and liabilities. A stock sale is the purchase of the owner’s shares, with “partnership units, or membership units.” Some primary concerns when negotiating the type of transaction are tax implications, potential liabilities “, and purchase/sale price allocations.”
Asset Sales take place when the seller keeps possessions of the legal entity. The buyer then purchases single assets of the company some including licenses, trade name, phone number, and equipment. Assets sales usually do not incorporate cash. The seller almost always “pays off at closing, or” retains the long-term debt obligations. Cash-free, debt-free transactions are when this is taking place. Also included in the sale is normalized networking and it includes inventory, accounts payable, accounts receivable, accrued expenses, and prepaid expenses. “Some of these items result in additional consideration at closing.”
Stock Sales take place when a buyer purchases the selling shareholders’ stock directly. This allows the buyer to obtain ownership in the seller’s legal entity. When comparing the actual assets and liabilities obtained in a stock sale, they tend to be similar to that of an asset sale. The assets and liabilities that the buyer does not want will be distributed or paid off prior to the sale. Stock sales do not require many separate conveyances of each single asset because the title of each asset is within the corporation, unlike an asset sale.
From an outside perspective, it may not be obvious the integral role the law plays in the real estate industry. Even still, the two go hand in hand, and without the order and structure of law processes, the real estate sector would be in disarray. Coming from a law background, I can’t help but see all the connections. For those new to the commercial real estate sector though, there are a few laws you can’t afford to forget about no matter the property or location.
If a property is incorrectly zoned, investors can face a lengthy and expensive process to change the zoning through local legislation. Variances are often an easier solution for local boards to grant rather than permanently rezoning a property forever. Given that zoning and land use laws change from state to state, it’s essential for real estate executives to be well-versed on local laws and thoroughly investigate the land use options for a property before investing. As Matt Faustman says, “In addition to determining taxation, these regulations determine how a property (commercial or otherwise) can be used. Zoning regulations dictate whether a property can be used for retail operations and sometimes even what sort of retail operations can take place.“ This is particularly important for investors looking to lease commercial spaces. While an office may be an option, a store may not be. It all depends on the zoning.
Commercial property contracts are typically more nuanced than residential ones considering the long durations, lock-in periods and renewal basis. As Kunal Moktan further explains, “The tenant can vacate at any time whereas the landlord cannot ask them to leave for the lease period. There can also be a lock-in period (generally 3 years) during which the tenant cannot vacate the property. While analyzing an investment, the investor has to understand how the lease is structured and the inherent risks involved. In general, the longer the lock-in, the better it is for the investor.”
Landlord & Tenant Laws
The landlord-tenant relationship should be a mutually beneficial one. A strong contract can make or break an investor’s profits though when working with imperfect tenants. If a tenant finds a loophole that allows them to break a lease or not be held responsible for damages, those expenses associated with lost revenue and renovations would then fall on the owner. Many states have their own laws specifically intended to protect both landlords and tenants. As Angela Colley says, “Nearly every state in the U.S. has adopted a version of the Landlord and Tenant Act. The act governs what you, as a tenant, need to do and what the landlord must do for you. It covers everything from moving in and paying a security deposit, to privacy and evictions. While there are minor differences from state to state, most laws are universal.”