Buying & Selling Businesses

The Lanier Ford business attorneys represent and advise both buyers and sellers of businesses. A sale can be consummated in several ways:

  • Purchasing the assets of the target business.
  • Merging two businesses and thereby creating a new business entity.
  • Acquiring the ownership interest of the target company’s owners (usually through the purchase of stock).
  • Purchasing a division or subsidiary of another business.

Among many legal issues related to a sale, Lanier Ford business attorneys advise buyers and sellers about the following:

  • Tax consequences of the sale, including considerations of basis, investment credits, depreciation, and investment credit recapture.
  • Inventory of the target company’s equipment, real estate, intellectual property, accounts receivable, and other assets.
  • Goodwill and covenants not to compete.
  • Redemption of stock.
  • Various agreements affecting the operation of the target company, such as shareholder agreements, operating agreements of limited liability companies (LLCs), contracts with vendors of the target company, contracts with customers of the target company, and government contracts.
  • Drafting the buy-sell agreement.
  • Method of payment: by cash, on an installment basis, through an exchange of stock, or perhaps the use of an annuity.

For the best outcome, the sale of each type of business entity—sole proprietorship, partnership, corporation, or LLC—requires unique strategies. To produce the best outcome for clients, Lanier Ford business attorneys carefully analyze the transaction, choose the proper strategies to structure the transaction, draft the appropriate documents, assist the client in completing due diligence, and orchestrate the closing.

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