Exit Your Business

Explore legal issues of a business breakup caused by a deadlock among owners

I've heard some frustration from searchers, investors, and advisors about working with seller's lawyers. Most of that frustration seemed to come from sellers using lawyers who have little to no experience in small business purchases and sales.

A closing date in a contract is a goal to work toward, but you should anticipate that it will likely be extended to a later date because the buyer, seller, and their teams need time to complete all the tasks related to closing.

What you can expect of a business lawyer when buying or exiting a business. Business lawyers manage the many tasks that need to be accomplished before closing such as: drafting and reviewing legal documents, developing negotiation strategies and negotiating the terms and conditions of the legal documents, coach/advise clients through the process, and project managing the process to get you to closing your deal.

Sellers often ask if they can get their costs and expenses (e.g., accountant's fees, attorney's fees, etc.) paid or reimbursed if the sale of their business doesn't close. The answer depends on the timing of the termination, what the legal documents say, and what's customary.

Some provisions in a letter of intent should be binding, while others should not, and the letter of intent should clearly indicate which are which.

Seller financing is common in many small business sales, and many small business sales might not happen without it, but a seller should be diligent in its consideration of whether to agree to it. Here are some questions sellers can ask when making that decision

Technically, the law does not require you to use an LOI, but here are some things to consider when determining whether to do so.

Three things to look for in a lawyer when buying or exiting a business: An M&A lawyer needs to be a good project manager, able to filter and rank issues, and be adaptable.

You might think that the lower the purchase price of a business or real estate, the lower the legal fees. But here's the thing: most transactions require the same amount of legal work, regardless of the purchase price.

You might be asked to sign a confidentiality or non-disclosure agreement if you are exploring the purchase or sale of a business, a joint...

Deals have lots of moving parts, no matter the size of the business or the size of the deal. Lots of issues move simultaneously. Losing...

Are contracts a valuable asset of the business you are buying or selling? If so, you need to make sure those contacts can be transferred...

The purchase or sale of most businesses will involve transferring intellectual property ("IP") rights - i.e., patents, trademarks,...

One of the biggest challenges for an entrepreneur is finding the money to do a deal. I spoke to the Entrepreneurship Through Acquisition...

When you sign a contract, do you need to have an "original" - i.e., one contract with the original signatures of all the parties - for it...

Lawyers often draft contracts with attached exhibits to simplify the contract language by moving details out of the body of the contract...

I was working on my first deal as a young lawyer. I represented the buyer. The lawyer representing the seller drafted the purchase...

You're buying a business or real estate. Your purchase agreement says you're going to close on a particular date. You probably won't....

Sellers sometimes regret selling their businesses. This is especially true when the seller is the founder. It's hard to let go. You might...