Instead of starting with a novel idea and creating a business from the ground up, purchasing an existing business with a dedicated client base and proven track record may be preferable for many aspiring entrepreneurs. Every business purchase offers its unique challenges, and an experienced business attorney will ensure proper diligence is conducted, the transaction is negotiated on your behalf, and the deal closes. Alternatively, you may be retiring but want to ensure your legacy continues, and the business is left in capable hands. Or, perhaps, you may be moving onto a new venture and are excited by the road ahead. We also have represented many clients buying and selling franchised businesses. Either way, we can help you buy or sell your business and transition into the next stage of your professional life.
Deciding to buy or sell a business requires a thorough review to ensure that your legal interests are protected. At the Law Office of Paul H. Spitz, we are experienced in all aspects of a business’s purchase and sale, including asset purchases, stock purchase deals, and corporate mergers.
Buying a Business
Buying a business is a complex process that can take time, especially without a business lawyer’s help. Some of the necessary steps of buying a business that an experienced lawyer can help you navigate include:
- Due diligence and thorough evaluation of the business you are looking to purchase to minimize your risk, including reviewing all pre-existing obligations, compliance issues, leases, and contracts.
- Negotiating financing or outside capital issues.
- Optimizing key employee transition and compensation plans.
- Identify and help manage post-acquisition risks as you move forward.
If you are buying a business, the main question is whether you will be purchasing the stock of the company or the company assets. If you are buying the stock or membership interests of the existing company, a business lawyer can research and investigate a company’s corporate history. You may be inheriting certain risks such as responsibility for back taxes, debts, or civil liabilities that you need to be aware of. We have experience in structuring transactions to minimize the risk that you will be acquiring these problems from the target company’s past.
In addition to helping with the purchase agreement, experienced CEO’s rely on business lawyers to negotiate transfers issues like: leases, employment agreements for the departing executive team, financing structures like seller notes, seller earn-outs, and ESOP issues for transferring retirement and benefit plans.
Selling a Business
If you are selling a business, in addition to the above, you will need to determine how to reduce the risk of financing issues in closing and how you will get paid. Should you finance the sale for the buyer over a period of years? How are you going to get all of the money you are entitled to?
Allow us to assist you with matters such as the following:
- Review, draft, or modify a purchase agreement to ensure that it is properly drafted
- Ensure that you get paid as much of the purchase price upfront, with objective and measurable benchmarks for any purchase price escrow
- Minimize your obligations to the buyer after the deal has closed
Contact the Law Office of Paul H. Spitz
We have represented many clients on both sides of these transactions. We will:
- help you choose the right structure for these transactions – whether it is an asset purchase, a stock purchase, a merger, or some other structure.
- draft and negotiate the acquisition agreement, as well as any related transaction documents, such as consulting agreements, lease assignments, etc.
- guide you through the due diligence process, and help manage the closing of the transaction
- Evaluate novel financing structures to ensure you are getting the lowest cost of capital available and/or de-risk the closing of the transaction due to financing issues.
If you need a lawyer to help you purchase or sell a business, we are here to help. Our years of legal experience across the country, as well as our own entrepreneurial experience running two businesses, help us provide you with skilled assistance as you move forward with purchasing or selling a business. Contact us today to determine the best way to buy or sell a business and operate it successfully for years to come.