A business purchase and sale agreement can be complicated. If you are considering a business purchase or sale, there are steps you can take to ensure that the transaction puts you in a position for future success. Business owners considering purchasing or selling a business benefit from the advice of a seasoned business attorney.
Contact a Pittsburgh Business Purchase and Sale Agreements Attorney
If you are buying or selling an existing business, the Pittsburgh business attorneys at Jones Gregg Creehan Gerace can protect you and your interests. Our skilled business attorneys have helped many Pittsburgh business owners with the business purchase and sale agreements. Contact us today to learn how we can use our extensive business purchase and sales experience to help you.
Our Business Purchase and Sale Agreement Services
Whether you’re buying, selling, or transferring a business, you’ll face a significant amount of legal paperwork. You do not have to tackle the complicated process of selling a business alone. You’ll benefit from the deep, broad knowledge that our business attorneys have. When it comes to selling or buying a business, our approach always includes learning about your goals and objectives so we can provide you with the best legal counsel possible.
We will identify any potential legal issues and help you mitigate risk through due diligence, negotiation, and the drafting of the final agreement, handling all of the volumes of documents for you. Our attorneys have helped people with all of the following types of business purchase and sales agreement matters:
- Partnership dissolutions
- Corporate mergers
- Stock sale/transfer
- Asset sale-purchase agreements
- Bills of sale
- Letters of intent
- Mergers and acquisitions
- Sale/transfer stock membership
- Advice on financing issues related to the sale
- Advice on discovering and managing liens and other corporate liabilities
- Negotiating the terms of earn-outs as part of the compensation
- Advice on local laws that affect businesses
Purchasing or Selling an Existing Business in Pittsburgh
Purchasing or selling a business can be complicated, making legal counsel important. There are two primary ways of transferring business ownership, by the sale of the businesses’ assets or by the transfer of ownership of the entity itself through an asset purchase agreement or a share sale agreement. When done correctly, purchasing an existing business will help you avoid high startup costs and legal headaches. Taking the helm of a profitable, functioning company helps the buyer jump in and start managing their business.
The first step in the process is called due diligence. The investigation should examine the business’ assets, liabilities, tax returns, recurring bills, and all of the other aspects of financial performance. Your attorney can also investigate whether the business is in compliance with zoning laws, environmental concerns, and licensing. The due diligence process should also uncover any issues with the business’ sales records, employment agreements, and contracts.
Next, we will carefully evaluate the pricing of the business. We will look at the business’ cash flow, and how it will service debt, or weigh assets against liabilities. When necessary, we work with experts to help us properly value the business. If there is a significant difference between the buyer’s valuation and the seller’s, we will negotiate over a fair price and how the purchase price should be paid. Once the buyer and seller agree to the price and terms, we will set down the transaction in writing with a letter of intent, confidentiality agreement, non-compete agreement, intellectual property agreements, the sales agreement, and any other necessary paperwork.
The Benefits of Working with a Business and Purchase Attorney
When buying or selling a business, there are many moving parts. As a business owner, you will focus on negotiating and closing the deal. Working with an attorney can help you ensure that no details are overlooked and that your resulting sales agreement is beneficial for you. At Jones Gregg Creehan Gerace, we will carefully review the purchase and sales agreement, looking for any red flags that could harm you in the future.
Additionally, our attorneys are prepared to negotiate the purchase agreement to obtain the best terms possible. Our attorneys have decades of experience representing Pittsburgh businesses in a wide range of business purchase matters, including business formation, development, and ownership conveyance. We can help you handle the purchase or sale of your business from start to finish, ensuring that you and your assets are protected.
Asset Purchase Agreement (APA) and Share Sale Agreement Attorneys
In an asset purchase agreement, instead of purchasing the stock of the company, the buyer purchases a specific asset of the company. The buyer will also assume specific liabilities. Multiple issues can arise in asset purchase agreements. There could be issues with inventory, the condition of the assets, and accounts receivable and payable.
In other cases, the asset purchase agreement needs to address the lease of promises. Working with an attorney to review your transaction can help you ensure that you are protected. In share sale agreements, the purchaser buys shares from the company’s shareholders. Typically, purchasers prefer not to buy shares to minimize tax and legal liability issues.
Non-Competition Provisions in Business Sales Agreements
Purchasers often require a provision in the sales agreement that prohibits sellers from competing with the business after the sale. The geographic limitation and duration of these provisions are negotiated by the parties. Pennsylvania courts require that non-compete provisions be reasonable so they don’t impinge on commerce and trade. An experienced attorney can help you ensure that the non-competition clause in the business sales agreement isn’t restrictive to the point that it will be struck down.
Our Pittsburgh Business Sales Attorneys Can Help
If you are buying or selling a business in the Greater Pittsburgh area, Jones Gregg Creehan Gerace can help you proceed in a way that protects you and your future. We will carefully review the purchase agreement, negotiate with the other party, and make sure there aren’t any issues that have been overlooked and that the sales agreement is beneficial to the seller and buyer. Contact Jones Gregg Creehan Gerace today to schedule your initial consultation to learn more about our business sales services.