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Buying or Selling a Business

Businesses often go through a variety of transactions during their lifetime. Whether you are looking at buying a new business, merging with another business, or selling your “baby,” you’ll face a series of challenges.

Due diligence is often the first and hardest part of the process. Most potential buyers have lots of questions – do these tax returns look clean? Does this business have any outstanding liens that haven’t been disclosed? We’ll work through the due diligence documents and provide both legal and tax advice regarding the potential business.

Legal Analysis

Once you’ve decided to move forward with your business purchase or sale, we will do a full legal analysis to determine the best structure for the deal. A business can be sold either as a group of assets (an Asset Sale), or as stock of a legal entity (a Stock Sale). Each structure has benefits and drawbacks, and can have serious consequences down the road for both the buyer and seller. It’s important to get this part right.

Tax Considerations

It’s also important to know what the tax consequences of your deal will be, and how you can get the best tax advantage. This part often gets overlooked, but it can have a huge affect on your bottom line. Because we have the experience to deal in both business and tax, we make sure that the tax consequences are part of the process in negotiating your deal.

Stock Purchase Agreements

And of course there’s the actual drafting of the asset purchase agreement (APA) or Stock Purchase Agreement (SPA), and any additional documents, such as a non-compete and non-disclosure, employment agreement, or bill of sale.

Involved From The Beginning

We like to be involved from the beginning. Even if you’re just thinking about purchasing but haven’t found the perfect business yet, give us a call. We’re happy to give you our 2 cents on beginning the process, send you to the right person to discuss financing options, or hook you up with a business broker.