We are active in the Sale and Purchase of Businesses. This involves the negotiating, structuring, due diligence, documenting satisfaction of governmental requirements if any and closing of the Sale or Purchase of a Business.
Businesses such as Convince stores, gas stations, dry cleaning restaurants and bars are typical of the types of sale or purchase of business we handle although these types are not exclusive of other types of businesses sale or purchase we handle.
The transactions may take a verity of form such as asset, inventory accounts receivable and lease assignments, to stock purchase or transfer of interest in a Limited Liability Company (LLC). Lease assignments generally require the consent of the landlord. In some situations the purchase of real estate is involved which involves title insurance and at times mortgage financing.
Seller financing is often an option. This requires the documentation of promissory notes and document creating chattel mortgages, or security agreements and security interest in the property sold under the Uniform Commercial Code (UCC)
Selling or Buying a business often means that “Covenants not to compete” are negotiated and drafted. These agreements “Convents not to compete” or Restrictive Covenants provide against the Seller entering into a competing business within a reasonable time “2 years” within a definable geographic area depending on the type of business being bought or sold. Restrictive convents may include restrictions on contacting customers, suppliers or employees.
Often the buyer must undertake “due diligence” investigations to learn of factors and conditions which may affect a transaction and the seller has duty to inform a purchaser of factors known to the Seller that may affect a purchase decision to avoid post closing law suits.
The Sale or Purchase of a business may require the review of existing contracts and equipment leases as well as government regulations which may affect a business. Some business such as dry cleaning plants and gasoline stations may require environmental review to determine potential liability.
Labor and personnel issues as well as health and pension issues must be reviewed.
The sale or purchase of a business is complex and requires attorney participation.