Sales and Acquisitions

Sales and Acquisitions

 

We are able to assist you with the purchase or sale of assets, stock, and LLC membership interests.  We provide full-service representation, including advanced tax planning, due diligence, and negotiation, structuring and drafting of comprehensive agreements. We can get involved at the earliest stage of the purchase or sale of a business.

Sellers and buyers often begin preliminary negotiations before contacting a lawyer. While initial communications can be useful to establishing interest and beginning to shape the terms of your deal, you will benefit the most if you contact a competent attorney before signing any document. Signing even a simple Letter of Intent can leave you with less room for negotiation and create obligations that you may not have intended to undertake.

We can help you determine what terms can be negotiated further, advise you on potential liabilities that you may prefer not to assume, and evaluate other areas of potential risk. We work closely with clients to conduct due diligence and to structure, negotiate and document transactions in a responsive and cost effective manner.

A seller or the seller’s broker would typically require a confidentiality agreement to disclose financial or other sensitive information. We are experienced with the preparation of confidentiality agreements and other documents associated with the due diligence process, and can help keep your transaction on course with our prompt service.

A key decision for a seller is whether to sell assets or equity. Buyer face the same dilemma because a buyer may not be willing to assume liabilities that follow a stock sale. Another key decision is whether the purchase will be seller-financed or funded entirely by the buyer. We can assist with structuring, negotiating and documenting any financing. We can assist with preparing escrow, indemnification, noncompetition, and nonsolicitation agreements that adequately protect a party’s interests after the transaction has closed.

Advanced tax planning is crucial to the negotiation of a sale or an acquisition. The terms of a transaction determine the tax consequences, whether favorable or not, and we can assist you with managing the tax exposures with a sense of purpose.

We can customize an M&A package to fit your unique legal needs. Contact us to get started.