Business Purchase & Sale Attorneys
If you are buying or selling a business, turn the project over to the purchase and sale attorneys at Lerner & Weiss. The transfer of a business to a new owner requires due diligence on the part of the buyer so there are no later surprises. Also, there are details that must be included in the Purchase Agreement in order to avoid costly litigation in the future.
Lerner & Weiss attorneys will conduct due diligence on your behalf and will make certain the Purchase Agreement and other contracts are properly drafted. Mergers and Acquisitions have their own laws which must be complied with. You can rely on Lerner & Weiss to be sure your mergers and acquisitions comply with all relevant local, state and federal regulations.
Components of a Purchase Agreement
A Purchase Agreement for a business needs to be comprehensive and cover any possible contingencies. Some of the necessary components include:
- Full legal names of the buyer, seller and business.
- The purchase price.
- A list of the inventory that is included in the purchase price. You cannot assume that any part of the business will automatically be transferred to you.
- Items must be asked for and included in the Purchase Agreement or the items won’t be yours.
- Whether or not the purchase of the business includes the purchase of any liabilities or debts of the business.
- Whether or not the rights to any intellectual property are include in the purchase of the business.
- List of all contingencies.
- Obtaining all financial information, including ledger books, that are necessary for the running of the business.
- How the business will operate between the offer and acceptance for the sale until the closing of escrow.
- Payment terms.
- What will happen to any employees.
- Closing date of escrow.
Due diligence, when used in relationship to the purchase of a business, means the detailed process involved of evaluating and appraising the value of the business the buyer is considering purchasing. Its assets and liabilities must be evaluated in order to determine if it is a viable commercial venture.
After due diligence has been completed and a purchase price agreed upon, a Purchase Agreement must then be drafted. Its terms must be comprehensive and all contingencies need to be accounted for.
You can trust Lerner & Weiss to conduct due diligence on your behalf. Then, they will draft a comprehensive purchase agreement to be certain you know exactly what you are getting and that you get exactly what you purchased.
Mergers and Acquisitions
Mergers and acquisitions are almost always said together as though the word was one: mergers and aquisitions. Not true. There is a difference.
- Mergers. Mergers occur when two companies dissolve, and then combine to form a new business. Thus, the companies “merge” and continue on as the newly formed company. The two smaller companies no longer exist.
- Acquisitions. When one company actually takes over another and the two companies become one. There is now only one owner. It is as though one business “swallowed” the other one, and the one that was swallowed totally ceases to exist.
If you are in search of a business to buy, or are a business owner already who wants to sell, our purchase and sales attorneys at Lerner & Weiss will conduct your due diligence and draft your Purchase Agreement.
If you are interested in mergers and acquisitions, we can help with that, too. Contact our business law attorneys today.