INVESTIGATION AND NEGOTIATION STAGE
Together with the client we will assess the status of the transaction and determine what has been done already and how far negotiations have come. We will discuss your motivations for buying or selling and discuss the terms of the deal, such as the purchase price/valuation and payment terms. Then we may guide you in the investigation of the business target (if you are buying) or help you disclose and assemble what is requested by the buyer (if you are selling). We will discuss and advice you with respect to the best structure of the business sale (i.e. asset sale, stock (equity) sale or corporate reorganization), your tax situation before and after the transaction, the financing for the transaction and the allocation of the purchase price (if it is an asset sale); We may have to check that all securities laws will have been complied with.
We will prepare or review the term sheet (aka “letter of intent”) between the parties and guide you in the decision whether to ask for a confidentiality agreement during due diligence and whether to make the term sheet binding or non binding.
DRAFT NECESSARY DOCUMENTS
We will carefully draft and negotiate the sale agreement and all other closing documents, such as promissory notes and security agreements; assemble or prepare owner/shareholder/board of director approvals and consents needed for the transaction. We will make sure that all required third party consents (landlord, contract partners and so forth) will be provided.
We will prepare a closing checklist and oversee the execution of all necessary documents.
If necessary and desired, we will attend the closing, record security interests, make adjustment to the purchase price, and provide escrow for the purchase price or the equity covered by a security interest.
To learn about the process of buying a small business, click here for our post on “Five Steps to Buying a Small Business in New York.”
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