Our attorneys and professional staff are regularly engaged to assist clients in providing cost effective solutions for their business opportunities. Our attorneys are experienced in handling transactions ranging from the small to regional-sized businesses throughout the U.S. We are well equipped to handle a variety of industries due to the breadth of deals we have completed, including the sales of businesses on Wall Street. Exceeding clients’ expectations is our goal in every business transaction we handle.
Practice Areas – What We Do
- Align the legal strategy to promote the client’s business strategy
- Letters of intent
- Conduct due diligence
- Asset purchase agreements
- Stock purchase agreements
- Hart-Scott-Rodino Act filings
- Exempt securities registration
- Government and regulatory agency compliance
- Stockholders agreements
- Buy-sell agreements
- Confidentiality agreements
- Non-disclosure agreements (NDA)
- Work with tax and ERISA experts on compensation, benefit and securities issues
Negotiating the deal. Some business people believe that involving their attorneys in a transaction too early will only increase their professional fees or create a greater risk that the transaction will not go forward due to the attorney’s involvement. In our experience, as soon as possible clients should be fully advised of the strategies available to them in order to maximize their results from the proposed transaction; too often, the uninformed agree to all the deal points in a transaction only to be informed later that they are unsuitable for the client’s purposes. Smart negotiating tactics and strategy strongly dictate that the clients’ attorneys and accounting professionals be consulted before significant developments occur. It is at the planning point in the life of a transaction that significant savings in time and money can be realized. The drafting of the transactional documents are relatively incidental to ensuring the clients’ objectives are met. Our lawyers have represented a myriad of businesses in their pursuit of business opportunities throughout the U.S. and Canada. When a transaction requires skill sets beyond those within the law firm, we retain specialists to assist in the seamless completion of the transaction in such areas as ERISA and tax review and compliance with securities regulation.
Buying a business.
We help our clients buy businesses following a due diligence review of the targeted business’ books and records, business plans, and fixed and contingent liabilities. We partner with our clients’ accounting professionals to ensure that the acquisition is based upon sound finances and a solid business plan. We work with our clients to understand their businesses as well as they do and try to analyze the transaction from their perspectives.
The process often begins with the execution of a non-disclosure agreement (NDA) executed by the buyer and the buyer’s lawyers and accountants. This document may be followed by a letter of intent executed by the seller and the buyer. It is important that the buyer understand the nature of the transaction. Generally, it is in the form of an “agreement to agree” and non binding upon the parties until definitive, binding transaction documents following due diligence have been completed.
During the due diligence period, the client buyer and our office professionals are carefully evaluating the materials provided by the seller. If the seller does not provide sufficient documentation or other reasons for what is discovered, we provide the client with a number of options to pursue ranging from not proceeding with the transaction through crafting the proper representations and warranties of the seller which survive closing. The buyer’s payments can be structured to ensure that the transaction is balanced and provides the buyer with the right to offset if post closing problems arise.
Selling a business.
We have helped partner with our clients’ business successes. At some point in time, an owner will determine that it is appropriate to sell the business. There are a variety of options available to the owner in that regard. We note that the best time to start planning to sell a business is well before the need to do so arises. For example, if the business owns the real estate from which it operates, it should be transferred to another entity to give the seller the maximum planning and negotiating flexibility when the opportunity arises. Moreover, it may provide separate cash flow streams to the ownership upon the sale of the business if the buyer will lease back the premises from the seller.
One of the planning techniques we pursue with our clients is to ensure that the key employees remain with the business so that the ownership can maximize the greatest amount of goodwill upon sale. Employee retention can be a challenging task, but with the compensation and retention experts we employ, a number of vehicles exist to ensure the longevity of the organization beyond the crisis periods businesses confront.
We often assist privately-held and family-owned businesses in addressing continuity and successorship issues within their organizations. Retaining key employees while retiring owners and family members remain within the business can be difficult; we often invite clients to seek the input from business peer group organizations which can help crystallize what ownership and the family really wants from the business in the long term. We help guide the discussion so that both the organizational needs and those of the individual owners are realized when selling the business.
Finally, if the seller is taking back part of the purchase price in a note it is important that the seller be protected from the buyer’s inability to timely retire the debt. Adequate assurances, financial guarantees and collateralization should be created to protect the seller’s interests.