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The Role Of A Lawyer In Buying And Selling Businesses

Buying or selling a business is a complex transaction that involves the completion of several processes even before the agreement of sale is signed. Without an experienced business law attorney to represent your interests, you could be left exposed to significant risks. Whether you’ve spent years building your business and are now ready to move on to other pursuits or are looking to expand your enterprise through your first acquisition, the team at Gary I. Handin, P.A. is here to assist you every step of the way.

We have over fifty years of experience in advising clients on buying and selling businesses across a range of sectors. Our attention to detail, commitment to superior client service, and business law acumen make us the law firm of choice for businesses in Coral Springs and across South Florida.

Buying and Selling Businesses

What Does Buying And Selling Businesses Involve?

Although drafting the contract of sale is an important aspect of any commercial transaction, there is much more to buying or selling a business than signing agreements. If you’re the buyer, proper due diligence must be conducted, and your risk must be comprehensively assessed.

If you’re the seller, ensuring that your business is accurately and fairly valued is a crucial step. A range of ancillary documentation will need to be prepared, and there may be several rounds of negotiation before an agreement on the terms and conditions of sale can be reached. What’s more, in most cases, the transfer of the business may take several weeks or months and usually involves closing as a final step.

In all these processes, you want to be sure that your interests are being protected and that you have a trusted legal advisor on hand to help you work through any hurdles that arise. Gary I. Handin, P.A. is a leading business law attorney in Coral Springs, FL, and has been appointed to represent countless business owners in their commercial transactions over the course of his career. Together with his excellent team of support staff, he is ready to help you navigate your next business transaction.

Conducting Due Diligence

Due diligence is a critical step in any commercial transaction, particularly for the buyer. When you are buying a business, you are buying a legal entity that has assets, liabilities, rights, and obligations of its own. You need to complete a thorough review of the agreements to which the business is a party and gain a clear understanding of its assets and liabilities.

A skilled business lawyer with experience in buying and selling businesses will perform the necessary background checks and reviews to determine whether special conditions need to be incorporated into the sale agreement to protect you from potential risks.

Lien And Judgment Searches

An important aspect of due diligence is conducting lien and judgment searches. A lien is a right that a creditor has to the debtor’s property should they fail to repay a loan. Your attorney will check that there are no liens against the business you are purchasing – if there are, you could be at risk of losing the business or its property down the line.

It is also important to confirm that there are no judgments against the business giving a judgment creditor an entitlement to the business’ property. Only an experienced lawyer will have the ability to conduct thorough public record searches at the state and federal level to determine whether any judgments have been entered against the business you are purchasing.


Reviewing Lease, Employment And Other Agreements

If you will be taking over an existing business, you need to have a sound understanding of the contracts to which it is a party. The business’s contract of lease, and the employment contracts it has concluded with staff, are two types of agreement that will likely continue after the transfer of the business.

A business law attorney will review the business’s lease agreement and advise you on any aspects that should be renegotiated to protect your interests and mitigate potential risks.

We at the law offices of Gary I. Handin, P.A. have a wealth of experience in reviewing, drafting, and renegotiating commercial lease agreements and understanding the risks involved in such contracts. We’re committed to ensuring that you have a sound understanding of any agreements in which the business you are purchasing is a party so that the enterprise can continue to go from strength to strength under your management.

Accurate Valuation

You’ve put years of work into establishing your business, and now you’re looking to sell it and reap the rewards of that work. However, determining the value of a business is a complex task. While valuing property, plant, and equipment may be fairly straightforward, valuing intangible assets – such as intellectual property or goodwill – is far more complicated.

Goodwill is the tendency for clients to return to the business and recommend it to others, regardless of the particular individuals assisting them. In other words, it is your business’s brand and reputation. A skilled attorney with years of business law experience will help you to accurately value your business and negotiate a fair price with the buyer’s representatives.

Drafting Sale Agreements

The buyer or seller’s lawyer needs to draft a comprehensive sale agreement that will regulate all matters pertaining to the sale. Such agreement generally provides for a “Due diligence” period, during which the purchaser can examine financial records of the business, examine any existing lease(s) necessary to the operation of the business being purchased as well as market conditions and any other items that may affect the value or viability of the business. If the agreement is vague, fails to provide for certain eventualities, or does not include appropriate warranty and indemnity clauses to protect you against specific risks, this could have serious consequences in the future.

Here at the law offices of Gary I. Handin, P.A., we have a wealth of experience in drafting and reviewing agreements for the buying and selling of businesses. Whether we’re acting for the buyer or seller, we know which risks to look out for and where agreements can be strengthened to ensure you have adequate recourse against the other party should anything go wrong in the implementation of the transaction.

due diligence

Preparing Documentation And Attendance At Closing

In addition to the contract of sale, a wide range of documentation will need to be prepared in the course of the transaction, including asset registers, employee lists, closing financial statements, and resolutions authorizing the sale of the business.

Your legal representative should assist in the preparation or review of this documentation (or coordinate the preparation thereof by the relevant professionals, such as accountants). This documentation will need to be ready ahead of closing, which is the final step of the sale transaction.

It is vital to have a qualified lawyer represent you at closing to ensure that the final paperwork is signed, that any conditions of sale have been (verifiably) met, and outstanding documentation is handed over. Without closing, the sale will not be effective in law.

We at Gary I. Handin, P.A. understand that closing is a crucial element of buying and selling businesses and will thoroughly prepare all necessary documentation so that everything runs smoothly on closing day.

A Business Law Attorney You Can Trust

We understand that buying or selling a business is a major decision for any business owner. Our unwavering professionalism, legal acumen, and dedication to our clients have made us the go-to law firm for countless business owners in Coral Springs and the greater South Florida area. With years of experience in advising on the buying and selling of businesses, we are confident that we can help you make your next commercial transaction a success.