Buying or selling a business is a complicated process. Inaccuracies in the valuation of the assets of the target business may leave purchaser vulnerable to one-sided deal-making. Possible violations of intellectual property rights through the purchase or sale of a business may expose purchaser to costly litigation. Unfamiliarity with the nuances of relevant securities laws may provoke civil and even criminal liability.
Given the above considerations, we begin our analysis of a deal by determining whether our client really desires to acquire an entire business or has a more limited goal. An acquisition of a single asset or product, like the acquisition of a specific right, will produce a far different transactional structure than a conventional business acquisition. Especially for the seller, a structure focused on a particular asset, product or right may result in an agreement containing substantially less representations, warranties and covenants, and hence substantially less potential seller liability, than a transaction structured as a business acquisition.
We can assist our clients with issues arising out of purchase and sale of a business, and business planning in general. Our legal representation extends from initial due diligence, through determination of the purchase price and payment terms, negotiation of employment and non-competition agreements, structuring and negotiating the purchase agreement and its representations, warranties and indemnification terms, and analyzing tax law considerations. We can advise our clients with respect to insurance issues, plant closing concerns, foreign ownership restrictions and other matters specific to each transaction.
A niche status and use of technology enable us to provide high quality, cost effective legal services for emerging and existing businesses, technology start-ups, entrepreneurs and inventors in a variety sectors of economy. We continue to develop relationships with other law practitioners with experience in technology litigation, patent law, corporate financing and leasing as well as full service corporate law firms, all of whom will work in conjunction with the Firm on specific matters.
Our goal in this process is to provide
our clients with the broad range of legal and strategic services that
are particularly important to entrepreneurs. We bring the expertise,
experience and judgment necessary to guide businesses through the
minefield of legal problems they face. Whether your business is based
upon the Internet, information technology or computer technology, we can
help you organize, finance and operate it. We can help design the right
incentives to attract and retain employees in a competitive market. We
also have the expertise to help you both recognize and protect your
intellectual property. Most important, we can give you the benefit of
our experience in advising emerging companies. That experience can help
you make your business more attractive to investors and best position it
for acquisition or an initial public offering.