Facilitate The Process
Of Selling A Business

Our attorneys have over a hundred years of combined experience and have completed over $500 Million in business transactions on both the sale and purchase sides. We have the knowledge and expertise needed to help you successfully navigate the process of selling a business.

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.

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 missed when you 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.

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.