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
At Dunn Lambert, we understand business. Our expertise comes from many years working with companies of all sizes, from the smallest start-ups to middle-market corporations with hundreds of employees, hundreds of millions of dollars of sales, and offices, factories or warehouses in several states. Contact us today to learn more.
Office Location
Dunn Lambert, LLC
The Atrium
East 80 Route 4
Paramus, NJ 07652
Paramus Directions
