Business Purchase and Sale

Every buyer wants to make sure that the business is actually worth the purchase price. And every seller wants to get the highest price possible. So how do both parties get what they want?

The first thing we do to help buyers is have a deeply analytical conversation about the business. We will work through the pros and cons of the business and whether it has the potential to make money — and possibly how much. We will then work with the buyer to reduce that conversation to a nonbinding letter of intent. Such a letter outlines the basic deal points of the transaction, asks for mutual confidentiality suspension of talking with other buyers and sellers, and requires a willingness to work through a due diligence period that, when it ends, should give a clearer picture of how the deal points might be revised. After this process is complete, the buyer and seller know whether it will be an asset or stock purchase and will begin to finalize documents based on the type of transaction that will take place.

The process for the seller can begin years before the sale takes place. Savvy owners begin their transition out of business ownership by getting sage advice on preparing their business for sale. This may include updating minute books, developing manuals on the operation of the business, hiring (or firing) key employees, transferring assets and revising contracts and relationships with clients and vendors. At the point that the business is really ready, we can help prepare a request for proposal to send to potential buyers. Once the deal is struck, we can help review all of the documents and handle potential points of conflict until the deal is closed.

There can be a lot of moving parts to such transactions — real estate issues, equipment leases, capital leases, employment issues, secured debt issues, seller financing, post-closing issues — the list goes on. Customarily, the buyer's attorney drafts most of the documents, but there are times that it is more advantageous for the seller's attorney to draft them.

A substantive conversation with one of our experienced attorneys will reveal most if not all of the issues that you will face in buying or selling your business.

Just because someone has given you a form contract doesn't mean it is not negotiable — and no matter how big the franchise, it is possible to get changes made in your agreement to be more favorable to you. Although there have been significant changes in the law to protect franchise owners, there are many requirements under these contracts that may not seem readily obvious to the franchisee. We highly recommend a review of these agreements so that you know exactly what will be required of your time, effort and money as you step into the franchise world.

Buying or Selling Your Shares in a Closely Held Company

Trying to Sell?

First, you need to see if you have a shareholders agreement and whether there are procedures in that document that guide the process. Even if there are procedures in place, they may be unclear or confusing. If the company has never had someone sell their shares, that can be particularly difficult. When you withdraw from a small business, there can be tensions, which can be more avoidable with good legal counsel.