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Dunn Lambert, LLC

Comprehensive Legal Services For Businesses

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

Dunn Lambert, LLC

Comprehensive Legal Services For Businesses

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

Dunn Lambert, LLC

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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