Business Buy-Sell Transactions

Thinking about buying a business?  Maybe not all of it, but as an incoming partner?  Thinking about selling your business (in whole or in part)?

If the answer to these questions is “yes”, then you need an attorney who is experienced with business buy-sell agreements to protect your rights and limit your liabilities.  For example, should you buy the existing business entity or form a new entity and purchase just its assets?  Each has complex answers that will depend on the individual circumstances of the transaction.

If you are buying, how much is the business worth?  Rarely is it worth what the seller thinks it is.  Too many buyers use the seller’s “asking price” as a basis for negotiations; and end up paying way too much.  We counsel buyers on what criteria to use in formulating a fair price in their purchase.   After the sale, do you want a restriction on the seller’s ability to set up a competing business?  For how long?  Will that restriction be enforceable under Business and Professions Code §16600?   Our buy-sell agreements address these concerns.

If you are selling, how are you allocating the purchase price?  If you don’t, the IRS will do it for you (and you won’t like it)!  Is the buyer coming in with all cash, or are you financing part of the sale?  If the latter, do you have built into your agreement swift default provisions that allow you to “take back” the business that is not yet paid for?  These questions and more need to be addressed with an experienced attorney who understands the small business arena and is experienced with both buyers and sellers.

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