Buyer/Seller Representation

The process of buying or selling a business poses many obvious, and some not so obvious challenges. Our team has extensive experience representing both buyers and sellers in all types of business transactions. We help clients identify all of the important business and personal issues, and then determine with our clients the deal structure that best suits our client’s strategies and tax needs.This process involves:

Choosing the most appropriate form of transaction, including
- Asset purchases
- Stock purchases
- Mergers
- Debt financing and installment sales

Spearheading Due Diligence
- Representations and warranties development
- Financial information review and analysis
- Organizational documents review
- Regulatory compliance review
- Contract compliance review
- Employee benefit plan compliance

Analyzing state and federal income tax implications

Negotiating and drafting the terms of the deal
- Letters of intent and related confidentiality agreements
- Purchase agreements
- Non-compete and non-disclosure agreements
- Employment agreements
- Loan documentation and security agreements
- Documentation of corporate approvals of the board of directors and shareholders

Closing the transaction
- Proper documentation
- Federal, state and local filings
- Delivery and receipt of proceeds
- Allocation of Proceeds
- Tax Consequences Analysis