Mergers, Purchases and Sales of Businesses
The most overlooked and forgotten step in business planning is the exit strategy. Mergers and sales of companies can be the most important event in the owner's business history as the sale represents a culmination of a lifetime of work. The sale transaction encompasses virtually every area of law - from contract and real estate to employment agreements, security interests, and licensing. Thus, the importance of the professional help WYR can provide buyers and sellers alike cannot be stressed enough. WYR attorneys will bring decades of experience from advising buyers and sellers of businesses and leverage it to your benefit throughout negotiation, planning, review and closing of a buy-sell or merger agreement.
The process of buying or selling a business is a long one. After investigation and analysis market (including identifying potential buyers or sellers), decisions as to the acquired or sold assets (whether real estate, stock, units, or equipment), the purchase price for the assets and the form of the transaction must be made. The form can be a merger (of which there are several types), asset sale, stock sale, or a leveraged buy-out. Each form has its particular advantages and disadvantages which WYR attorneys will discuss with you.
The purchase or merger agreement is drafted to achieve your objectives. Particular focus is paid to representations and warranties, which address things such as the profitability of the business, condition of equipment, and noncompetition agreements. Other concerns in drafting the agreement will be liability provisions and rights to indemnification (reimbursement) in the circumstance of litigation. The purchase or merger agreement will dictate several secondary agreements including financing and assignments, security agreements, real estate agreements and deeds, agreements regarding corporate governance, and employee and consulting agreements, among others.
When the transaction closes, all of the agreements and disclosures are reviewed and finalized. Post-closing matters will also require the attention of a professional. These matters will include recording deeds, filing financing statements, preparing disclosures for tax reporting, and dissolving the seller. In unfortunate circumstances, it may even involve litigation against the buyer or seller. These matters can take several months, even years, but WYR will be there to guide and aid you throughout the process.
These matters are important business decisions that WYR attorneys are skilled in discussing, negotiating, reviewing and drafting for your business. WYR's inspired, practical, and efficient counsel can also help you and your business with:
- Formation & Registration of Entities - Corporations, Limited Liability Companies, Partnerships, Joint Ventures, Sole Proprietorships
- Corporate Governance & Shareholder Agreements
- Contracts & General Business Matters
- Executive Compensation & Deferred Compensation
- Employee Agreements & Handbooks
- Secured Transactions & UCC Filings
- Providing for Additional Capital
- Business Succession & Dissolution Planning