In general, when you sell a business it will either be in the form of an asset sale or a stock sale. In addition, you could merge one business into another. Each of these structural options raises both legal and business questions. For that reason, we strongly recommend that you consult as early as possible with an attorney who has experience representing sellers in such transactions. You want to do this to ensure that you minimize any tax consequences as well as potential liability issues.
As your attorneys, we not only will help you negotiate the transaction, we will also counsel you and encourage you to think through how the proposed transaction will impact your future. These practical considerations are as important as the terms of the transaction itself.
During the preliminary negotiations, you may be able to come to an agreement with the buyer to structure the transaction in a way that gives you the most favorable tax treatment. We can help you analyze the options and give you negotiating tips that will help you accomplish this. This is also the stage where you should establish the general structure of your compensation. The dollar amount of the compensation is important, but so is the time over which it is paid and the collateral that you receive to ensure payment.
A letter of intent is usually the next step before the buyer begins the due diligence process. Again, this is a step where we can offer both legal and business advice.
After due diligence has been completed we will help you negotiate the specific terms and draft and edit the legal documents. This is another place where legal advice can make a big impact for you. Not only can we advise you on how specific terms will impact you as the transaction progresses, but we can actively work with you to negotiate the most favorable terms.
Finally, we participate in the closing to ensure that there are no last minute surprises and that the transaction closes on favorable terms for our clients.
If you are considering selling a business in New Hampshire or Vermont, please call us at 800-909-LAWS (5297) for a confidential initial consultation.