By: Theresa M. Skaine, Esq.

Corporate Planning to Acquire, Merge Businesses, or Close Out

As a business owner and corporate law planner, I’ve witnessed the excitement and potential pitfalls involved in buying or selling a business. Whether you’re looking to expand your portfolio through acquisition or considering selling your hard-earned venture, there are important legal aspects to consider before diving in. Proper legal planning can make all the difference in ensuring a smooth transaction and protecting your interests.

Why do I need a corporate planning attorney?

The primary benefit of hiring an attorney lies in their expertise. These professionals, especially those focused on business transactions, possess the necessary legal and industry knowledge to ensure a deal is completed effectively. They are adept at identifying and preparing essential documents such as Purchase Agreements, Certificates of Incumbency, Non-Compete Agreements, and various other corporate and financial documents, safeguarding the interests of both buyer and seller and complying with New York law. By involving an attorney in your business sale or merger, you guarantee that all paperwork meets legal standards and is executed correctly, facilitating a seamless transaction.

Protection is another critical advantage. The complexities of buying or selling a business without legal assistance can leave one vulnerable to oversights, such as omitting crucial clauses or documentation, exposing participants to potential litigation, unpaid taxes, or liens. Moreover, the status of non-compete agreements in New York State has changed recently.  An expertly drafted non-compete agreement can comply with New York law and prevent a seller from establishing a competing venture too close to the buyer, offering a layer of security to the transaction.

Efficiency ranks highly among the reasons to engage legal counsel. Attorneys specializing in business law are efficient communicators and negotiators, capable of swiftly managing documentation, terms, and information exchange. This expediency is invaluable, especially when one party is already represented by legal counsel.

In this blog, we’ll explore some essential steps to prepare yourself for buying or selling a business.

1. Assess Your Goals and Financial Situation:

Before entering into any business transaction, it’s vital to get a solid grip on what you’re aiming to achieve and what your financial situation allows. Whether you’re aiming to broaden your market presence, add variety to what you offer, or are planning to step away from your business, having clarity on your objectives is key. This insight will influence the deal’s structure and steer your choices throughout the process.

2. Due Diligence:

Whether you’re the buyer or the seller, conducting thorough due diligence is essential. This involves examining all aspects of the business, including its financial records, assets, liabilities, contracts, intellectual property rights, and any potential legal issues. As a buyer, you’ll want to ensure you’re making a sound investment, while sellers need to disclose all relevant information to avoid future disputes.

3. Legal Structure:

Choosing the right legal structure for the transaction is critical. Will it be an asset purchase, a stock purchase or a merger? Each option has its advantages and implications for taxes, liabilities, and regulatory compliance. Consulting with legal and financial advisors can help you determine the most suitable structure for your specific situation.

4. Negotiating the Terms:

Negotiating the terms of the deal is where having experienced legal counsel can be invaluable. Whether it’s the purchase price, payment terms, warranties, or non-compete agreements, every detail must be carefully negotiated and documented in a legally binding agreement. This will help prevent misunderstandings and disputes down the line.

5. Regulatory Compliance:

Navigating the complex landscape of regulatory compliance is essential for all parties. Depending on the industry and jurisdiction, there may be specific laws and regulations governing the sale or merger of businesses, such as antitrust laws, securities regulations, and licensing requirements. Failing to comply with these regulations can lead to costly fines and legal consequences.

6. Protecting Intellectual Property:

If the business involves valuable intellectual property, such as trademarks, patents, or copyrights, it’s crucial to ensure that these assets are properly protected during the transaction. This may involve transferring ownership rights, licensing agreements, or implementing measures to prevent infringement by third parties.

7. Drafting Legal Documents:

Finally, it’s essential to have comprehensive legal documents in place to formalize the transaction. This may include purchase agreements, asset transfer agreements, shareholder agreements, and any other necessary contracts. These documents should be drafted or reviewed by experienced legal professionals to ensure they accurately reflect the terms of the deal and protect your interests.

Furthermore, buying or selling a business can be a complex and challenging process, but with careful legal planning, you can minimize risks and maximize opportunities for success. By assessing your goals, conducting due diligence, choosing the right legal structure, negotiating effectively, ensuring regulatory compliance, protecting intellectual property, and drafting comprehensive legal documents, you can navigate the transaction with confidence. Remember, investing in experienced legal counsel early on can save you time, money, and headaches in the long run. So, whether you’re preparing to acquire a business or ready to sell one, make sure you’re adequately prepared from a legal standpoint.

Meet with a corporate planning lawyer at Pierro, Connor & Strauss, LLC to discuss buying or selling a business. Contact our office to schedule a free consultation at (866) 951-PLAN.