Best Law Firms| Ranked by | Best Lawyers | United States | 2024
For the Second Time in Three Years, Richard J. Lambert was named by Best Lawyers® as a 2023 Corporate Law “Lawyer of the Year.”

Best Lawyers® is the oldest and most respected peer-review publication in the legal profession. Only one lawyer in each practice area in a given community is honored as “Lawyer of the Year.”

Dunn Lambert, LLC | Attorneys At Law

Comprehensive Legal Services For Businesses

In New Jersey And New York call
201-957-0874

Dunn Lambert, LLC | Attorneys At Law

Comprehensive Legal Services For Businesses

In New Jersey And New York call
201-957-0874

Dunn Lambert, LLC | Attorneys At Law

Call

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Business Law Professionals

Legal Representation in a Sale of Business Transaction

What to expect from your attorney

  • Trust and communication
  • Knowledge and experience
  • Appreciation of urgency and timetable of deal
  • Skill in the art of “creative compromise”

Attorney’s role in selling your company

  • Assistance in deal structuring
  • Negotiating
  • Documenting; and
  • Closing the deal.

Stages in the legal process

  • Letter of Intent
  • The Definitive Purchase Agreement
  • Satisfaction of Conditions Precedent to Closing
  • Closing

The letter of intent

  • What is it
  • Why is it important to Seller

The definitive purchase agreement

  • Which attorney drafts it and why
  • Representation and warranties, covenants, conditions and indemnification: The definitive agreement as a risk-shifting device.

How the attorney can assist in keeping some of the risks on the buyer

  • Assistance with disclosure schedules
  • Qualifications and limitations on representations and warranties
  • Limitations on buyer’s come-back rights: baskets, ceilings and cut-offs on claims
  • Blunting requests for set-offs and escrows

The seller’s revenge:security for the deferred purchase price

  • Cash is king
  • Security devices abound

Examples of conditions to closing

  • Termination of unwanted distributors
  • Consent of third parties to contracts
  • Employment agreements with key employees
  • Shareholder consents
  • Compliance with environmental laws (ISRA)
  • Pension issues
  • Legal opinions

The closing

  • The best closing is a short closing
  • Postscript