Formation of Corporations, Limited Liability Companies and Partnerships. Preparation and Review of Shareholders Agreements and Contracts.
The buying and selling of a business or the formation of a new business entity is a transaction that requires a great deal of expertise. Whether the transaction is a straight forward asset purchase in which the buyer is purchasing some or all of the business assets, a stock purchase in which all or most of a seller’s stock is acquired, or a merger in which two companies combine to form a single enterprise, both parties require knowledgeable legal representation. The business law attorneys at Gerstein Grayson Cohen & Melletz are experienced business law attorneys who are ready to ensure that all aspects of pre-negotiation, negotiations, formal agreement and closing are performed to a high legal standard and are in the best interest of our clients.
Pre-Negotiation & Negotiation
Before negotiations begin, it is essential that certain key decisions and certain preparations are made. These include establishing the minimum selling price for the seller, the maximum purchase price for the buyer, the valuation of the business and the preparation and review of financial documentation, including balance sheets, profit and loss statements, income and expense statements, income tax returns, and the review of any real property or equipment leases, and employment contracts. Approvals from shareholders, board members and other key third-parties must be obtained, and due diligence must be performed. A Letter of Intent or Memorandum of Understanding is usually negotiated and prepared setting forth both parties understandings as to the basic business terms of the transaction and the contingencies for closing.
Formal Agreement & Pre-Closing
Once the business terms of the deal has been negotiated a formal agreement is needed to be prepared to accurately reflect these business terms and incorporate the legal previsions that typically are part of such a transaction. Prior to Closing various other documents will also need to be prepared such as Assignments, Bills of Sale, and Certifications. Searches need to be performed and reviewed. Government approvals and tax clearances are sometimes needed.
The process of closing is extremely intensive. There are many documents that need to be reviewed before being signed and notarized, and the details of the financial disbursement and adjustments require careful attention to detail, as do the appropriate recording of documents. Whether you are a buyer or seller, the experienced team of business law attorneys at Gerstein Grayson Cohen & Melletz will be able to provide you with the advice and counsel you need to guide you through the process and ensure that it goes smoothly.
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