Making the decision to buy or sell a business requires a thorough analysis of your financial position and a legal review to ensure that your personal and financial interests are protected. At Kaufman, Nichols & Kaufman, we are experienced in all aspects of asset purchase agreements.
Usually, the threshold question is what is actually being bought and sold? Often times, it is a misnomer to say that the whole business is being sold. Rather, the business entity is selling most of its tangible and intangible assets to the purchaser (and perhaps some of its debt and obligations), but the business entity itself remains active. The distinction can be important and may have significant legal consequence down the road if not documented correctly.
As the purchaser, it is in your interest to thoroughly review the seller’s financials and equipment and then make sure the transaction accurately documents what you are (and are not) purchasing. Questions you may need to consider include Are you purchasing the business’s name? Do you need a non-compete? Will you need to receive training? Are there any contingencies, such as an appraisal or third-party financing?
As the seller, your primary concerns are usually how and when are you going to get paid? If you will be receiving payments over time, you especially want to make sure your interests are contractually protected. Such protection could come in the form of a Promissory Note, Security Agreement, Personal Guaranty, or any combination of the foregoing.
Our lawyers can provide you with the knowledge and resources you need to protect your rights. Even if both parties to the transaction are dealing at arms length, our attorneys can prepare the necessary paperwork and assist the parties in closing the deal.
The business transaction lawyers of Kaufman, Nichols & Kaufman take a personalized approach that focuses on the long-term objectives of our clients.
We help small to mid-sized businesses with everyday business transactions as well as the not-so-everyday decisions. We are available for consultation with business owners and managers about the legal implications of strategic business decisions.
Contact Kaufman, Nichols & Kaufman for a consultation with an experienced business law and transactions attorney if you are buying or selling a business.