Want to Sell Your Business? We Can Help You Do It Right.
Selling a business is a complex undertaking. No matter what your reasons for wanting to sell your business are, you want to get the best price, and you want to make sure you are legally protected.
Selling your business is different than selling a car, or even a house. If you don’t have someone to guide through the process, you may not be able to sell your business at all — only 20 percent of businesses listed for sale ever change hands. Even worse, you could end up selling your business for less than you should have, or you could end up in litigation over the sale of the company.
Are you considering, or in the process of, selling your business? Our attorneys can help you put the deal together; avoid common legal hazards, reduce risk and mitigate liability. And make sure your legal and financial interests are protected.Give us a call and find out how our legal services can help you sell your business with a piece of mind that the deal is structured to protect your legal and financial interests.
(407) 259-2426 or Schedule a Consultation
Legal Services We Provide to Facilitate the Process of Selling a Business
Selling your business is about more than just the money. You want to make sure that your years of hard work are adequately compensated. But, you also want to make sure that you are protected from future issues related to your operation of the business, the transfer of the business and related assets, or the ongoing operation of the business by new owners.
We understand the importance of deal-making in every successful business. Our services aren’t aimed at spoiling good deals or letting unwarranted fears get in the way of a successful transaction.
Instead, our services are about protecting your legal and financial interests both now and in the future. Our team will guide through every step of the process of selling your business from structuring the sale to finalizing the closing. When you work with Walsh Banks Law, you will have the peace of mind of knowing that the sale of your business is legally sound.
Legal services we provide to help sell your business:
- Help prepare the legal aspects of the business for sale
- Assistance negotiating the price for the sale of the business / company
- Advise on the structure of the deal. And, assist with implementation
- Prepare, draft and review non-compete and non-disclosure agreements
- Complete due diligence on potential buyers
- Review prorations; for taxes, rent utilities, inventory, etc., adjusting the purchase price accordingly
- Prepare, draft and review all sales documents, promissory notes and security agreements
- Prepare, draft and review all documents needed to transfer real property, vehicles, and equipment.
- Prepare, draft and review all documents needed to transfer ownership of any owned real property, vehicles, and equipment
- Prepare, draft and review all documents needed to transfer ownership of any business related intellectual property
- Review and advise on any last minute issues that may come up at closing
- Prepare, Draft and Review the Closing or Settlement Sheet
At Walsh Banks Law, your success is our priority. Our experienced lawyers are ready to guide you through the complex process of selling your business. We work hard to protect your interests and help you close the right deal so that you don’t have to worry about the business you are selling again.
How A Lawyer Helps You Sell Your Business
A lawyer helps you break down the complex process of selling a business into smaller, actionable steps. We help clients looking to sell their business, make sure that each step they take in the business transaction process is legally sound.
Before you even look for potential buyers, our team of business lawyers helps make sure your business is ready to be sold. This includes making sure all of your corporate paperwork is up to date and completing any missing paperwork. This includes reviewing your minutes of annual meetings, any resolutions, and organization charts. Your business documents need to be ready to pass a thorough due diligence review by the buyer’s attorneys before you begin soliciting buyers.
Business attorneys also help with the valuation of your business, to make sure you have a fair asking price and a sound sales strategy. They also help qualify potential buyers.
Once you have a qualified buyer, we help with the contract negotiation and the drafting of the purchase agreement and other related documents.
Unlike many business transactions, when you sell a business, the signing of the purchase agreement is not the end of the transaction. It is only an intermediary step. We continue to guide you through the transaction, including the technically demanding financing and due diligence review stages of the process.
Our team also guides you through the last stages of the transaction, including completing the transfer of any intellectual property and finalizing the closing.
At each step in the process, we make sure your actions are legally sound and that you are sheltered from future liability.
An Experienced Lawyer Makes a Difference Selling a Business
When you sell your business, you want the closing to be the last time you have to think about it. Imagine that someone buys your business, but after a few months, they are disappointed with their results. What do you think they will do? If they are angry or frustrated enough, they will ask their lawyer how they can get out of the deal.
When you sell a business, there are three or more separate agreements and stacks of exhibits that have to be consistent with each other. Even a small mistake in the paperwork could give the other lawyer enough of an opening to force a renegotiation of the deal or the legal standing to file a lawsuit.
When it’s time to sell your business, you can’t afford to get it mostly right. You need everything to be perfect.
Having an experienced and knowledgeable business lawyer representing you when selling your business means you have someone who is detail-oriented. The lawyer and their team will look over everything with a fine-tooth comb before letting you and the buyer sign anything.
Some Common details miss when they don’t have the advice of a good business lawyer include:
- Broad definitions of assets
- Imprecise language in the liability release
- Inconsistent language between the letter of intent, purchase agreement, and promissory notes
- Missing or incomplete exhibits
- Last-minute changes to the deal that are inconsistent with other supporting documents
If you try and represent yourself in the selling of your business or hire inexperienced counsel, you increase the chances that you will be dealing with the fallout of the sale of your business for years.
A good lawyer will look at everything during the sales process and ask what the worst-case scenario is. They will then work to make sure that you are shielded from future liability. A good lawyer won’t let you walk through a potential minefield.
However, a good lawyer also knows how to be cautious without being paranoid. They protect your interests, including your interest in making a deal to sell the business to someone else.
Just like even experienced mountaineers still rely on guides when summiting Mount Everest, you need an experienced guide to help you navigate the complex process of selling your business.
Legal Mistakes to Avoid When Selling a Business
Many people believe the biggest mistake they could make in selling their business is not asking for a high enough price. However, making a legal mistake can be even more costly than leaving money on the table. The three most common legal mistakes business owners make when trying to sell their business are not requiring a non-disclosure agreement, not securing a letter of intent, and not working with an experienced business attorney.
Lack of Non-Disclosure Agreement
When selling a business, you may have to deal with hundreds of different documents. If you’re a novice, it’s easy to forget something. One thing you must not neglect is having a potential buyer sign a strict non-disclosure agreement before turning over any sensitive documents.
Before the sale is completed, you are still the owner of the business. The details of your profits, losses, costs, revenue sources, and operations are all proprietary information. If those details were leaked to a competitor, it could harm your business, and it could reduce the value of your business.
In the early stages of a negotiation, you have no way of knowing if the sale will be consummated or not. Before you share any confidential information with a potential buyer, you need to have them sign a carefully-drafted non-disclosure agreement.
This agreement should specify what information is covered by the agreement, and what the enforcement mechanisms for a breach of the non-disclosure agreement are. Without a non-disclosure agreement, you are putting your entire business at risk. A business could even use the information you provided to set up a competing company, including going after your existing customers.
Failure to Secure Letter of Intent
Most sales negotiations run into issues. Many negotiations will completely fall apart, and you will have to start the process over with a new buyer.
When you fail to secure a letter of intent form a potential buyer, you make it easier for a deal to fall apart, and you fail to protect your time and effort. A letter of intent outlines the expectations for the rest of the process. It also usually includes a termination fee should the buyer back out without just cause.
The termination fee makes sure you get something for your time if the buyer backs-out, and it helps ensure you are only working with serious buyers.
Not Working with an Experienced Attorney
Not just any attorney is ready to handle the complexity of a business sale. You need an attorney who is a skilled negotiator, who deeply understands business law, and who has extensive experience in representing sellers in business transactions.
Representing yourself or working with an inexperienced lawyer can lead to mistakes that sabotage your attempts to sell the business, or that leave you on the hook years later for issues in the business that happened after the sale.