Purchase and Sale of Business

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The purchase or sale of a company, whether by means of a sale of the stock or membership interest in the company or by means of a sale of the assets of the company, is in integral component of the life cycle of a company. Our attorneys have experience in the negotiation of terms and closing of both asset purchase agreements and stock/membership purchases and sales. Our attorneys take an active role not only in the preparation and drafting of such agreements and all accompanying documentation, but also in reviewing corporate files and ensuring a smooth transaction.  We perform all due diligence and confirmatory activity on behalf of the client, including assessment and valuation of real and personal property, confirmation of the status or standing of the company, environmental assessments, and performing searches for judgments or liens to ensure full disclosure prior to the consummation of any asset or stock purchase and sale.  Our firm will examine all relevant corporate documents, including any existing by-laws or operating agreements, shareholder or buy-sell agreements, financial information of the company, and all other relevant books and records of the company. We will also work closely with the client’s accountants and financial advisors in preparing purchase price allocation documents for federal and state tax purposes to help reduce or eliminate the potential tax burden on the client.  Our attorneys will prepare all transfer documentation, any and all corporate resolutions necessary to affect such transfer, assignment of existing leases, subordination and attornment agreements, employment and non competition agreements, affidavits, post closing agreements and settlement statements, as well as any additional documentation as may be appropriate. 

 

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