For Businesses – Business Organizations and Transactions

Purchase and Sale of Business Assets

A business can be acquired or sold either as an entity (an “entity sale”) or by transferring all or substantially all of the assets of the entity (an “asset sale”).   There are significant differences between an entity sale and an asset sale.  We have successfully represented our clients through “asset sales” ranging from less than $100,000 to more than $10,000,000 in industries including retail, professional services, technology, franchises, manufacturing, sourcing and food services.

In an asset sale, only specifically identified assets are including in the transaction.  We work with our clients to ensure they enjoy the “benefit of the bargain” as they want and understand it to be.  For instance, we assist our clients in:

• Avoiding acquiring or retaining unanticipated liabilities
• Understanding the  tax aspects of a transaction
• Determining what, if any, personal liability do the owners of the business have to the other party
• Determining whether the seller is permitted to engage in a similar business following the sale and/or is permitted to contact or service its customers.
• Assessing the transferability of the contracts essential to the business being acquired such as leases, supplier agreements and employment agreements.