Business Sales

BUYING AND SELLING BUSINESSES

Over the years we have represented many purchasers and sellers businesses. Each of these transactions was unique and required special attention. No matter how "simple" the deal is they all have complicated aspects that need to be dealt with. The buyer’s goals are very much different from the seller’s goals. The buyer seeks an attractive price and terms as well as shelter from past liabilities, contractual obligations, and environmental concerns. The seller wants the greatest price with as much as possible paid at the closing, avoidance of responsibility for liabilities and contractual obligations, and security for the portion of purchase price which remains unpaid. The business’ structure and tax considerations all have an effect on the transaction.

Some but not all of the factors which must be taken into consideration are:

	The organizational structure of the business being sold.
	Security for the unpaid purchase price.
	The ownership of the business being sold.
	Future competition by the seller.
	Existing and potential liabilities and contractual obligations of the business.
	Whether the business is a permitted the use in the premises where it is being conducted.
	Provisions in the lease where the business is conducted.
	Approvals of assignment or sublease by landlord.
	Appropriate provisions for leased equipment.
	Whether it will be a stock or asset sale.
	The amount of good will allocated to the sale.
	Permits, licenses, franchises or approvals involved.
	The merger or reorganization aspects of the transaction.
	Potential State and Federal environmental liability incurred in the transaction.
	Labor union and pension issues.
	Division of Taxation Bulk Sales issues.

If you are thinking of buying or selling a business give us a call and arrange an appointment for a consultation so that we can provide you with advice tailored to your specific deal.