Buying or Selling a Business
BUYING OR SELLING A BUSINESS USUALLY INVOLVES A LOT MORE RISK THAN JUST THE PURCHASE PRICE. A ONE HOUR CONSULTATION WITH DOWD LAW CAN PROTECT YOUR INVESTMENT.
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Business buyers and sellers that fail to use the services of an experienced business attorney usually fail to prepare, execute, and record all the required documents to properly protect themselves. They also usually fail to pay all the required fees associated with these transaction. Have questions? Dowd Law can answer questions on any part of the transaction, or we can represent you every step of the way.
Mergers and Acquisitions
“Mergers and acquisitions” refers to the merging, buying, or selling of a business. A merger simply refers to two or more entities merging into one, however, there are numerous ways that a merger can be accomplished. An acquisition, on the other hand, refers to acquiring someone else’s assets. Asset purchases and stock purchases are the most common types of acquisitions.
Services we offer
Dowd Law handles all types of small business mergers, acquisitions, and closings. We can represent a buyer or seller at any phase of the business sale, and handle everything or simply handle what you need. We can also act as a neutral party to handle business closings and serve as the escrow agent in the transaction. Dowd Law can handle everything you need, and everything you don’t know you need.
Representing a business buyer
Going into business is not for the faint of heart! There are a lot of risks and pitfalls, and a lot of stressful days, but it can also be one of the BEST decisions you ever make. It can also be the BIGGEST MISTAKE of your life. And, buying someone else’s business can also come with it’s own set of NIGHTMARES!
We help you identify the risks specific to the business or businesses you are looking at buying. And, help you develop a due diligence list to get the information you need to make an informed decision. Once you have gathered the information you need, we help you evaluate and understand the information and its significance. If your due diligence reveals concerns with the business purchase, we can offer solutions and negotiate them with the seller or broker. And when everything is ready to close we can review and revise the closing documents to protect you and your investment.
Representing a business seller
The goal of many business owners is to sell their business, and then retire off the proceeds. Unfortunately, most business owners don’t prepare their business for sale. Many have no idea how to value the business, and even fewer know how to market it.
As a seller, you must have everything prepared and ready for a potential buyer to justify the purchase price of the business. And, you should have everything ready for them to step in and operate your business without missing a beat. And, when you close, to ensure your purchase price is secured.
Dowd Law can help guide you through the process, to get your business ready for sale, maximize its value, and ensure you collect the money to retire.
Need an escrow agent to hold the deposit? Dowd Law can act as a neutral escrow as part of your closing. Whether Dowd Law is the closing agent or not.
Due Diligence is an important part of every business transaction. But most buyers don’t know what documents to request. What documents to look for. Or, what they are looking at when they get them.
Most business purchases involve a lot of money. Unfortunately, there are very few fixes to a bad business deal. The best protection against a bad business deal is thorough research and careful analysis. Research and analysis will help determine a fair purchase price for the business. Dowd Law can help you develop your due diligence list, research the business, review the information provided, and help evaluate the purchase.
If you are a seller, you must be prepared to respond to a due diligence request. You must anticipate what a buyer will request. And, the requested documents must be readily available. Not having the documents ready can delay the closing or sink a deal. Dowd Law can help you identify what a purchaser is likely to request during due diligence.
There are numerous ways to merge businesses and a mergers can be a great way of businesses joining resources. However, mergers have risks. And, the surviving company in a merger will be liable for all of the debts and liabilities. It is important to know, address and resolve these issues in writing before a merger.
Dowd Law can help you evaluate a potential merger and identify risks. As well as offer options and solutions. Depending on the size and nature of the businesses merging, a merger can be relatively simple or very complicated.
An asset purchase (also referred to as “asset sale”) typically involves the sale of all tangible and intangible assets of a business. As well as a non-compete. And, it includes none of the debts or liabilities of the business … usually. An asset sale may also involve bank loans, and/or owner financing, UCC-1’s, security agreements, lease assignments, and more.
Asset purchases are the most common way to acquire a small business, because the buyers don’t assume the liabilities of the seller. However, certain liabilities or liens can transfer with the assets and the business. Therefore, it is important to always perform lien searches and obtain a Certificate of Compliance from the Florida Department of Revenue when applicable.
Dowd Law can draft, review or revise an asset purchase agreement. We can also represent a buyer or seller in an asset sale. Or, simply act as the closing agent.
A stock purchase is another type of acquisition. It is commonly used to transfer a partial interest in a corporation. Or, to obtain rights under contracts that can’t be transferred. The down side, is that a stock purchase can be highly regulated and very risky. You are buying into all the debts and liabilities of that business. Known and unknown. The plus side, you only have personal liability to the extent that you sign personally, or sign as a guarantor.
Call Dowd Law to prepare or review your stock purchase or stock transfer. A stock purchase or transfer does require a corporate book. Don’t have a corporate book or certificates? Call us.