Buying and Selling a Business
The Process of Buying or Selling a Business in New York
The decision to purchase or sell a business is a significant one with many factors to consider. Establishing a purchase price and terms of payment are only two of many key issues to be addressed. The success and efficiency of the transaction often depends on the knowledge and experience of the attorneys involved.
At J&G Law, you can work with a business purchase lawyer who has deep experience across a wide range of business transactions. Our strengths extend from upfront analysis to post-closing dispute resolution, with emphasis on issue spotting, diligence throughout the process, efficiency, and value for our clients.
Thinking of buying or selling a business in New York? Don’t navigate the process alone! At J&G Law, Gary Schuster can guide you through the complexities and help you avoid some of these common pitfalls:
Buying a Business:
· Insufficient Due Diligence: Failing to thoroughly review the business’s financials, contracts, and liabilities can lead to unexpected surprises and costly mistakes. Buyers should carefully examine the company’s records, assets, and obligations to ensure a smooth transition.
· Inadequate Contract Review: Not having a lawyer review the purchase agreement and other contracts can result in unfavorable terms, hidden liabilities, or unclear obligations. Buyers should ensure that all agreements are carefully drafted and reviewed to protect their interests.
· Overlooking Regulatory Compliance: Ignoring regulatory requirements or failing to ensure compliance with NYS laws and regulations can lead to fines, penalties, or even business closure. Buyers should verify that the business is compliant with all relevant laws and regulations.
Selling a Business:
· Inaccurate Representation: Misrepresenting the business’s financials, assets, or liabilities can lead to disputes, litigation, or even rescission of the sale. Sellers should ensure that all representations are accurate and truthful to avoid potential liability.
· Inadequate Disclosure: Failing to disclose known liabilities, defects, or risks can result in post-closing disputes or claims. Sellers should provide full and complete disclosure of all material facts to potential buyers.
· Poorly Drafted Sale Agreement: A poorly drafted sale agreement can lead to ambiguity, disputes, or unintended consequences. Sellers should work with a lawyer to ensure that the sale agreement is clear, comprehensive, and protects their interests.
Anatomy of a Business Sale
Gary Schuster recently presented a 30-minute webinar for those interested in buying or selling a business. You can view this webinar recording below or from our video library or on our YouTube channel.
Comprehensive Business Transaction Guidance and Representation
- Initial non-disclosure agreements
- Structuring transactions, including consideration of asset sales vs. equity sales and outstanding debt on any transferred assets
- Financing, payment terms, and security agreements
- Tax analysis
- Disclosures, representations, and warranties
- Real property sales, purchases, and leases
- Zoning, licensing, and permitting issues
- Equipment leases, assumed contracts, employees, accounts payable, accounts receivable, successor liability, and indemnification
- Intellectual property rights to business names and trademarks, copyrights and patents, internet websites and domains, and social media assets
- Non-compete, confidentiality, and consulting agreements
- Pre-closing conduct and transitional matters
- Negotiation or litigation to resolve post-closing disputes
Full-Service Law Firm for
Transactions, Litigation, and Ongoing Counsel
If you have decided to sell your business or purchase an enterprise in the Hudson Valley or elsewhere, our business purchase lawyer is prepared to offer the utmost in focused counsel. To arrange an initial consultation, contact us at 845-764-9656.
