Businesses begin lives in several ways. An individual or group may just start a business or become franchisees. Or a business may come into existence through a merger of two existing businesses or the acquisition by purchasing another business or its assets. This area of the law is known as Mergers and Acquisitions.
If we are representing the buyer, we will prepare an acquisition (purchase) agreement and the negotiation of its final terms with the seller’s legal counsel. Unless it is a completely cash transaction, the purchase and sale will likely involve a financing transaction, with the seller or a third party lender providing financing. We can also assist buyers with obtaining financing and negotiating the financing terms with the seller or third party lender, such as a bank. Some buyers may qualify for assistance from the United States Small Business Administration (SBA), such as a bank loan guaranteed by the SBA with favorable interest rates. However, in the current economic climate, private financing from investors is probably more available to most startups.
If we are representing the seller, we will negotiate the terms of the agreement to maximize the protection of the seller’s interests. This is most important in industries where the seller typically provides part or all of the financing, such as restaurants. Here, we negotiate an agreement that seeks to maximize the buyer’s ability to pay and minimizes the possibility of getting the business back because of the buyer’s default. It is extremely important for us to work with your accountant to evaluate the strength of the buyer’s financial statements.
If there is real estate involved in the transaction, see our services at Real Estate.