Purchase and Sale of Businesses

Businesses change hands on a regular basis when business owners change their plans, retire, or simply want to do something different. Our firm represents buyers and sellers of privately held businesses equally, providing the advice and guidance necessary to help the parties achieve their business goals.

Representing the Seller, we help plan the transaction and all its components, including the marketing plan, the expected terms, financing possibilities, and long-term financial goals. Once the Seller's plan is in place, we then implement it by negotiating with the prospective buyer or their counsel, drafting all the relevant documents including the purchase contract, notes and security agreements (if applicable), and overseeing the escrow process.

When representing the Buyer, we again help to plan the transaction, develop the terms of the offer, negotiate with the Seller or Seller's representative, draft letters of intent (as needed), and draft all relevant documents to conclude the transaction.

Sales of businesses are generally accomplished in one of two ways: either directly by means of a sale of the assets of the business or by means of a sale of stock of a corporation (or sale of the membership interests of an LLC) that owns the business assets. There are many factors to consider in deciding which method to use, but the conventional wisdom is that "Buyers want to buy assets, Sellers want to sell stock". Businesses can also be acquired in merger transactions in the right circumstances.