If you want to purchase or sell a business, it is essential to work with an experienced attorney. Legally, purchasing or selling a business is a complex, multifaceted transaction. You need a knowledgeable, seasoned attorney to protect your interests. Richard Rudolph and Stephen Chonoles have the expertise you need.
We begin by providing our client with the information and advice necessary to decide whether the transaction should be structured as the purchase and sale of an entire business entity, or as the purchase and sale of specified business assets. Among the issues involved in this choice are:
- Liability for debts, judgments, and liens.
- Environmental liability.
- Tax consequences.
- Difficulty of transfer of particular assets such as licenses and permits.
- Lease issues.
- Securities law concerns.
When representing the buyer, we conduct a thorough due diligence investigation of the business for sale. This includes:
- The company’s organization and structure.
- The company’s good standing.
- The company’s business plans.
- Previous attempts to sell the company.
- Financial analysis.
- Zoning and Real Estate issues.
- Physical assets.
- Intangible assets.
- Licenses and permits.
- Debts and liabilities.
- Intellectual property.
- Environmental issues.
- Pending and threatened litigation.
- Regulatory issues.
- Insurance issues.
- Tax issues.
- Existing contracts.
- Employee issues.
- Workers’ Compensation issues.
We often work in conjunction with a CPA who is a Business Valuation expert.
As the process moves forward, we advise our client on financing the transaction. Once a verbal agreement has been reached, we draft the Purchase and Sale Contract. When necessary, we also draft loan agreements and promissory notes. We then set up the escrow for the transaction, and we assist our client through the escrow process. We make sure that the escrow company complies with California’s bulk sales laws. We handle the transfer of intellectual property ownership or licensing.
Contact us today to schedule a free consultation.