914-355-5900

[email protected]

Purchases & Sales of Businesses

Buying, Selling and Planning for Small and Medium-Sized Businesses

When companies are buying or selling businesses, it is important to have a complete understanding of the other entity (whether the target or the acquiring entity), including its existing structure – corporation, limited liability company (LLC), partnership or some other entity. We guide our clients in the consideration of how the purchase or sale should be structured, and after a purchase, should the structure be modified.

Understanding the Structure and Tax Liabilities

One of the most important elements a business owner must consider is how the sale should be structured — whether as a stock sale/purchase, or asset sale/purchase. Usually there are compelling reasons for one type of transaction over the other. Regardless of which option is selected, it is important to understand the potential legal and tax implications. The firm works closely with our clients’ tax and financial advisers to help clients determine which option is most appropriate for their situation, and the most advantageous allocations between goodwill and fixed assets. Then the necessary agreements and paperwork are carefully prepared, revised as necessary and completed.

The Importance of Research and Due Diligence

In the firm’s representation of every business in a purchase, sale, merger or acquisition, “due diligence” and careful research of every element of the business are critical, including:

5

Liabilities, including sales tax and payroll taxes

5

Contractual obligations that will be continued after the Closing

5

Outstanding claims

5

Customer and Supplier lists

5

Equipment leases

5

Real estate

5

Employees

5

Intellectual Property, including Patents, Trademarks, Copyrights, and Know-How

Succession Planning for Small and Medium-Sized Businesses
Planning for the future of a family-owned business often is quite difficult. Business owners must consider the dynamics of the family, relationships with long-time employees, the needs of the business and growth opportunities. As businesses grow and develop, it is important to create a plan for their continued success. Sometimes, this entails an exit strategy for the founders. Alternately, the firm helps to create an effective succession plan for the next generation who will own the business.