Buying/Selling a Business or Assets
If the businessperson has already negotiated the basic terms for the transaction, the team at Cooper Law LLC may draft a letter of intent or another preliminary term sheet. There could be several purposes for doing this, including obtaining:
- A written binding commitment from the other party to move forward in good faith to definitive documentation of all the terms in the letter of intent
- The other party’s obligation to keep the client’s disclosures confidential
- The other party’s agreement not to shop around for another buyer, either for a set period of time or for as long as negotiations are moving forward toward final documentation
We will also provide advice to buyers and sellers on the basic conflict between the buyer’s interest in acquiring the assets of the company free of any associated liabilities and the seller’s interest in selling the stock of the company with all associated liabilities.
If the parties are ready to begin with the definitive transaction documents with respect to basic terms or the terms set forth in a letter of intent (or term sheet), we will help a client:
- Understand alternative structures for a transaction to buy or sell a business (or a set of assets)
- Complete effective due diligence in order to understand and know more about the business they are buying or about the buyer with whom the seller is negotiating
- Understand the allocation of the total consideration between the selling entity and the owners of the selling entity
- Negotiate and draft (or review and revise) appropriate sale or acquisition agreements and other documentation
This might include negotiating and drafting promissory notes reflecting promises to pay a portion of the purchase price over time, an escrow agreement regarding the escrow of some portion of the purchase price (in the event that the business does not perform as expected) and a security agreement and financing statement under the Uniform Commercial Code, creating a security interest in the assets transferred in the event that payment is not made in full on the promissory note or other promises to pay.