Brand
We mean business
Comprehensive legal services for businesses
in New Jersey and New York

COVID-19 Notice: In order to best serve you, while being mindful of your health and safety, we are available for consultations and conferences via telephone and video. We can arrange for documents to be prepared, reviewed, signed and exchanged electronically. We are ready to assist you with all of your legal needs.

We are open and ready to assist you. Go to our COVID-19 Updates page to see our latest statement on the crisis and a list of recent news and developments during this challenging time.
GO
Close
top-contextual
comprehensive legal services for businesses

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

Office Location

Dunn Lambert, LLC
East 80 Route 4 Suite 170
Paramus, NJ 07652

Paramus Law Office Map

Dunn Lambert, LLC
1745 Broadway, 17th Floor
New York, NY 10019
New York Law Office Map


Phone: 201-957-0874
Fax: 201-291-0140

Phone: 201-291-0700
Fax: 212-519-9804
Best Lawyers | Best Law Firms | U.S.News & world report | 2017