Asset and Stock Purchases / Sales
Most owners of small and mid-sized businesses reach a point at which they want to retire or cash in on the value of what they have built. An exit strategy planned well in advance of the time anticipated for the sale of a business can be invaluable in achieving the business owner's goals. That strategy may involve a sale or transfer to family members or employees or a sale to a third party.
As in the case of other contracts, it is essential that counsel be involved in the early stages of a stock or asset transaction. The business lawyers at Quinlivan Wexler LLP have the experience needed to maneuver through the issues that inevitably arise in the course such transactions regardless of the size of the business. When the time comes to sell, we can assist in determining the form of the transaction – an asset or stock sale – and in the handling of the details.
For someone contemplating the purchase of a business, the involvement of counsel at the out set is also critical. We can help identify the factors to consider in making the ultimate decision and in structuring the transaction to protect the buyer from undisclosed or concealed problems.
Regardless of whether you are the buyer or seller, there are many issues that must be considered in the course of negotiations, due diligence, and preparation of the agreement - some obvious and some often overlooked. The matters to consider, among others, include:
- asset or stock transaction
- if asset sale, what assets are included
- price and terms of payment
- what liabilities are assumed/retained
- indemnification issues
- intellectual property
- receivables/payables
- employee benefits
- insurance
When dealing with what may be one of the most significant transactions in any entrepreneur's business life, it pays to approach such a transaction with great care. We can objectively assess a proposed transaction and help identify potential problems as well as solutions. And, of course, we can prepare appropriate agreements to clearly document the terms and conditions of the final agreement.
As with other aspects of our business practice, Quinlivan Wexler LLP has access to other specialists and consultants as the need arises. We often work as a team with other professionals to ensure that our clients’ interests are well protected.
