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M&A:
buying & selling a business

Looking for a seasoned lawyer to facilitate your business purchase or sale? Look no further. Trust Achieve Legal for that guidance through transactions of any scale. With a track record of handling hundreds of buy-sell transactions from small stock sales, up to $100M asset sales, ensuring smooth closings from Orlando, Florida, to nationwide. Embark on your journey to a successful business transition with our comprehensive approach.

In a stock (or LLC membership) sale, and in an asset sale transaction, the crucial role your Achieve Legal M&A attorney will play is ensuring that the process is conducted smoothly and is legally sound. Here are some key tasks your M&A attorney typically handles for clients in a stock sale transaction:

  1. Letter of Intent: In certain circumstances, a letter of intent is proper prior to entering into the asset or stock purchase and sale agreement, which can provide some confidentiality protections while initial financial due diligence is being done prior to entering into an asset or stock sale and purchase agreement. The letter of intent usually sets forth the intended major terms of the agreement, but these terms are non-binding. Financial due diligence is not performed by Achieve Legal, and should be done with the assistance of a CPA.

  2. Drafting and Negotiating Agreements: Sometimes a letter of intent is proper prior to entering into the asset or stock purchase and sale agreement, which can provide some Drafting and negotiating the stock or asset purchase agreement, which outlines the terms and conditions of the sale, including the purchase price, representations and warranties, indemnification provisions, and any other relevant terms.

  3. Legal Due Diligence: Conducting thorough legal due diligence on the target company to assess any encumbrances on the stock or the assets. This involves reviewing public records for judgment, tax, and UCC liens. For more information on legal due diligence, see the video of Achieve Legal lawyer, Josh Logan, here.

  4. Franchise Compliance: If the selling business is a franchised business, there is likely a franchisor first right of refusal to purchase process to navigate. Additionally the franchisor will need to evaluate and approve the purchaser. The seller may want to consult an Achieve Legal franchise lawyer to consult on the franchise termination process; and the purchase should also consult with such a lawyer in order to understand the disclosures contained in the FDD, and to understand the franchise agreement.

  5. Commercial Lease or Sale Agreement: Many business sale transactions include a real estate component, and your Achieve Legal attorney will be versed in negotiating, drafting, and amending any commercial lease agreement or commercial real estate purchase and sale agreement. 

  6. Loan Documents: An Achieve Legal attorney can help you negotiate financing terms and draft or review documents, whether the loan is seller-financed, privately financed, or financed by an institutional lender. Typically the promissory note sets out the terms of the loan, and is secured with security agreement which acts as a lien on the business assets, and with personal guaranties of the individual owners of the purchaser.

  7. Closing the Transaction: Facilitating the closing of the transaction, which involves coordinating the exchange of documents, funds, and securities, and ensuring that all closing conditions are satisfied.

  8. Post-Closing Matters: Assisting with post-closing matters, such as transferring ownership of the stock, updating corporate records, and addressing any remaining issues or contingencies.

 

Overall, Achieve Legal helps clients navigate the complexities of a stock or asset sale and purchase transaction, protect clients' interests, and ensure that the transaction is completed successfully and in compliance with applicable laws and other contractual obligations.

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