Acquisition and Sales

I. Acquisition of a Business

The purchase of a business involves risk. The transaction involves the exchange of money for the ownership business and its assets. This involves tangible and intangible assets. The buyer must engage in certain due diligence before the purchase in order to evaluate the merits of the purchase. This involves the review and inspection of all tangible property, financial records, company balance sheets, cash flow statements, tax returns, contracts, leases, licenses and more. In addition, the prospective buyer should evaluate the industry to determine the need for the product or service in the foreseeable future.

Initially, the parties may enter into a confidentiality/nondisclosure agreement in order to allow buyer to conduct initial due diligence. If the prospective buyer is initially satisfied, the parties might enter into a Letter of Intent, whereby the parties begin to negotiate the business terms of the transaction, including the purchase price, time periods for financing and inspection contingencies, the structure, closing date. This is a nonbinding agreement. If the business terms can be agreed to, the parties might begin to negotiate the "asset sale agreement" or "stock sale agreement" agreement or other type of agreement.

Anthony Law recommends that the business legal counsel be retained as soon as possible to assist the buyer in the evaluation of the merits of the transaction. The business legal advisor does not have a vested interest in the transaction closing, and therefore, can provide un-conflicted advice on what's in the buyer's best interest. This may involve negotiating down the purchase price or walking away altogether.

In today's complex commercial environment, it's hard to determine whom to trust. There are a number of illegitimate and/or overpriced business opportunities that exist. Facts must be verified. Your money and career are at risk.

Anthony Law can assist the buyer in the following:

• Due Diligence on merits of business
• Negotiating business terms with seller
• Structuring the transaction from a financial, tax and legal standpoint.
• Drafting transactional and closing documents for the acquisition
• Legal due diligence
• Obtaining financing and capitalization
• Negotiating Commercial Loan
• Negotiating Commercial Lease
• Business Organization (LLC or Corp.)
• Drafting Operating Agreement between members and partners
• Exit Strategies

II. Sale of a Business

The sale of a business involves finding a buyer who can purchase the business upon terms and conditions that are satisfactory to seller. From the seller's standpoint, Anthony Law generally recommends against seller financing. Payment of the purchase price in full at closing is generally recommended.

Anthony Law can assist the seller in the following:

• Evaluating Buyer
• Drafting confidentiality and non disclosure agreement
• Drafting Letter of Intent regarding business terms
• Negotiating business terms with buyer
• Structuring the transaction from a financial, tax and legal standpoint.
• Drafting transactional and closing documents for the purchase