Structuring the Right Deal

Few business challenges approach the complexity of buying or selling a business. A properly constructed deal considers what is most advantageous for the client, while offering the most protection possible against unforeseen liabilities.

We regularly manage transactions for established companies who are seeking to expand their businesses through acquisitions and strategic sales, and for experienced entrepreneurs who have grown their businesses and are ready to move on to their next challenge. We also provide special support for clients inexperienced in buying or selling a business.

We work closely with our clients' financial and tax advisors to secure the most advantageous deal structure for our clients' transactions. We help clients determine whether a stock purchase or sale may work best, or whether an asset purchase or sale or a merger may be more advantageous. Based on each client's specific situation, we will help negotiate the appropriate purchase consideration. In some cases, it may be all cash (either at closing or with an earn-out component), while in other instances equity may be part of the consideration.

Our attorneys assist with the negotiation and preparation of all of the documents needed to successfully conclude a purchase or sale, including letters of intent or term sheets, standstill agreements, purchase agreements, covenants not to compete, and employment agreements.

We also work to ensure that our clients receive as much protection as possible from unforeseen liabilities that may arise as a result of the purchase or sale, whether from breaches of representations and warranties or from unforeseen or undisclosed liabilities. Due diligence is a key component to the successful completion of any purchase or sale of a business. We assist clients who are purchasing businesses through the due diligence process, from preparing due diligence request lists to reviewing the information provided by the seller to identify issues that may be material to a potential transaction. We work with clients selling businesses to clean-up any potential problems in advance of a sale and assist with the response to the purchaser's due diligence requests.

Some transactions require federal or state regulatory approvals. We work closely with applicable regulatory counsel to obtain all necessary approvals in a timely fashion.

If you would like more information on purchasing or selling a business, please contact us.