For Businesses – Business Organizations and Transactions

Purchase and Sale of Business Ownership Interests

Whether a business transaction is structured as a sale of the business (an “entity sale”) or of the business assets is a significant issue.  Sales of Business Ownership Interests can be more complicated for a buyer because the buyer gets everything: “the good, the bad, and the ugly.”  However, there are often circumstances which make an entity sale preferable to an asset sale.

As attorneys with many years of experience in business transaction, we are familiar with the issues and pitfalls in a business entity sale and work closely with our clients to help them achieve their goals.  In that role, we will:

• Counsel our clients on, negotiate and prepare the contract and other transaction documents
• Assist with due diligence of legal matters including contracts, litigation, employment issues, etc.
• Provide counsel on avoidance of acquiring or retaining any unanticipated liabilities
• Help identify tax issues
• Review environmental considerations
• Explain the deal to ensure our client is getting what it bargained for
• Analyze what, if any, personal liability the owners of the business have to the other party under the contract
• Identify and negotiate key issues such as restrictions on competition with the buyer following the closing of the transaction