Our firm provides legal services to buyers and sellers of businesses, both public and private. The firm combines a well-known securities practice with an experienced tax attorney with experience in creation of tax-favorable acquisition strategies, interpretation of financial and other due diligence information, and negotiation and drafting of purchase and related documentation to offer clients full-service representation when buying or selling their businesses.
Formulating the Transaction
Deciding whether to buy or sell stock or assets, which liabilities to assign or assume, which assets should be included or excluded, which employees to retain, whether and to what extent sales, use or other taxes will be assessed on the transaction, how to apportion asset values and costs, what disclosures will be required, and a host of other issues must be factored into any decision to buy or sell a business. Having the correct answers before shaking hands or signing a letter of intent can be the difference between success and failure, or between litigating or not litigating after closing. We offer clients the ability to negotiate the best agreement possible by first supplying them with the knowledge we know they will need and then providing the experienced drafting required to ensure the agreement is accurately portrayed.
We focus on ensuring that our clients who buy businesses have the most complete and accurate information available from as many impartial sources as possible. Forgotten liens, old judgments, broad security interest grants, environmental issues, pending and threatened lawsuits, undisclosed owners, off-balance sheet debts, “13th month adjustments” to financial statements, pending land use restrictions, and intellectual property disputes are just a few of the dozens of issues that can impact the value of a business. Irrespective of any indemnity clauses that might be included in the purchase documentation, buyers having the benefit of complete information and analysis before closing have the advantage of being able to decide whether to continue, delay, walk away or modify the terms of an acquisition before consummating the deal.