It actually includes entering into a series of agreements between you and third parties like:
- the former business owner
- the current landlord of any property you plan to lease
- the employees or independent contractors of the business
- and the shareholders of the company
- or members in the case of an LLC.
Boyer Law Firm has helped American and foreign individuals and businesses buy and sell companies throughout New York paying careful attention to the ins and outs of the company to avoid any unnecessary surprises or liabilities in the future, to all existing debts, risks or other liabilities of the business and investigating the business’ assets, books, and records.
Stages of Buying a Business and Selling a Business
The Preparation Stage:
- Seek Out Businesses for Sale
- Meet Business Owners and Touring the Businesses
- Draft and Negotiate Initial Agreements and Documents, including:
- Letter of Intent (LOI)
- Assets Purchase Agreement
- Restrictive Agreement
- Bill of Sale and Assignment
- Employment Agreement
- Promisory Note
- Nondisclosure Agreement
- Closing Memorandum
- Escrow Agreement
- Agreement of Assumption and Release
- Limited Guaranty
- Closing Checklist
- Directors’ and shareholders’ Resolution Authorizing the Sale/Purchase of Assets
- Analyze potential legal risk
- Evaluate and explore alternative deal structures
- Review Franchise Agreement or other preliminary documents
- Review Broker and Valuation Contract
Negotiations & Contracts:
- Stock Purchase Agreement
- Asset Purchase Agreement
- Consultant Contract / Employment Agreements
- Non-Compete Agreement
- Restrictive Covenants
- Intellectual Property Assignments
- Promissory Notes
- Experienced assistance with negotiation
Due Diligence:
- Review legal documents and contracts in detail
- Federal, state, and local regulation and license review
- Review Intellectual property documents
- Lease review
- Confirm Chain of Title
- Identify potential “deal-breakers”
Closing:
- Shareholders Agreement
- Operating Agreement
- Buy and Sell Agreement
- Bulk Sales Tax
- Re-branding Agreement
- Corporate Resolutions
- Entity Name Change
Contact a New York Business Law Attorney
Our business law attorneys are meticulous about drafting legal documents and contracts and ensuring that you do not inadvertently create unfavorable contract terms that the other party can enforce or terms that are binding when you intend them to be nonbinding. In cases where you or the other party would rather you to engage without an attorney directly involved in negotiating a contract, our attorneys are ready and able to prepare you for the meeting and review any contract before it is signed.