Buying or selling a business is the largest transaction most owners will ever sign. The firm represents buyers and sellers of closely held companies from the first conversation through closing, and in the governance and integration work that follows.
Asset sale or stock sale
The first structural question is what is being bought: the company’s assets, or the company itself. The answer drives taxes, which liabilities transfer, what consents are needed, and how employees and contracts move. The firm explains the tradeoffs in the deal at hand, with the client’s accountant on the tax side.
Letters of intent
A letter of intent sets the price, the structure, and the timetable before the parties spend money on diligence and drafting. Most of it is non-binding, but confidentiality, exclusivity, and expense terms usually are. The firm drafts and negotiates letters of intent so that the binding parts protect the client and the non-binding parts do not commit more than intended.
Due diligence
For a buyer, diligence is how the price is confirmed: contracts, leases, employees, intellectual property, litigation, permits, and financial records. For a seller, preparing the same materials in advance shortens the process and avoids surprises that cut the price at the end. The firm runs or supports diligence on either side.
Purchase agreements and closing
Representations and warranties, indemnities, escrows and holdbacks, non-competes for the sellers, and the schedules that list what is included. The firm negotiates and drafts the purchase agreement and the closing documents and coordinates the closing.
After the closing
New governance documents, updated agreements with key employees and customers, and the corporate records that show the change of ownership was done properly. See Ownership Issues for governance work and Family Business Succession for transfers within a family.
Contact the office before signing a letter of intent.