Purchase and Sale of Business • Seller Preparation • Buyer due diligence

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Romano Law PLLC

Our Office Location:
55 Broad Street, 18th Fl.
New York, NY 10004

We are located in the Financial District of New York City, two blocks south of Wall Street.

(212) 865-9848

M - F: 9:30AM - 7:00PM
Sat: 10:00AM - 5:00PM

Purchase and Sale Checklist:

Preparation Stage:
• Letter of Intent (LOI)
• Term Sheet
• Memorandum of Understanding (MOU)
• Transaction structuring
• Analyze potential legal risk
• Evaluate and explore alternative deal structures
• Review Franchise Agreement or other preliminary documents
• Review Broker and Valuation Contract

Negotiations & Contracts:
• Stock Purchase Agreement
• Asset Purchase Agreement
• Consultant Contract / Employment Agreements
• Non-Compete Agreement
• Restrictive Covenant
• Intellectual Property Assignments
• Promissory Notes
• Experienced assistance with negotiation

Due Diligence:
• Review legal documents and contracts in detail
• Federal, state, and local regulation and license review
• Review Intellectual property documents
• Lease review
• Confirm Chain of Title
• Identify potential deal-breakers

Closing Assistance:
• Shareholders Agreement
• Operating Agreement
• Buy and Sell Agreement
• Bulk Sales Tax
• Rebranding Agreement
• Corporate Resolutions
• Entity Name Change

Buying and Selling Your Business

Buying or selling a business can be a complicated process. Generally, there are numerous legal considerations to manage to avoid fraudulent or poorly structured deals. Buyers and sellers don’t always completely understand the necessary procedures and the corresponding effects of the transaction. An improperly implemented business sale can lead to significant expenses for both parties if subsequent restructuring is necessary.

Seller preparation
When selling a business, it is important to have a full understanding of what is being sold and what is being reserved. Some sellers may wish to keep certain assets outside of the sale, such as intellectual property. Identifying exactly what is being sold will also assist in setting an accurate and acceptable price for the sale.

Buyer due diligence
Before purchasing an existing business, it’s essential to learn the ins and outs of the company to avoid any surprises or liabilities in the future. Due diligence involves the careful investigation of the business’ assets, books and records. This helps (i) ensure that the company is accurately represented by the sellers, (ii) ascertain the current financial standing of the business and (iii) alert the buyer to any existing risks, liabilities or debts.

Call (212) 865-9848 to speak to an experienced Business Attorney today.

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