Purchase & Sale

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Helping you buy and sell businesses

We have significant experience advising on the purchase and sale of businesses.  We have advised many small and medium sized businesses, and cut our teeth working in private equity and venture capital supporting significant transactions. Sunder Legal specializes in transactions valued between $1mm-$20mm.

Purchase and Sale Lawyer

Sunder Legal provides the following services for purchase and sale transactions: 

  • Structure the transaction with your tax advisors (or make introductions to appropriate tax advisors)
  • Negotiate terms sheet, LOI, and final transaction documents
  • Conduct due diligence and identify business and legal risks
  • Prepare corporate approvals and guide your investors through the purchase and sale
  • Advise based on our experience advising a range of corporate clients and entrepreneurs
  • Advising on Federal securities laws and Washington and Delaware Law

We have the expertise to put our client’s business needs first and meet their objectives in every deal we enter.

Purchase and Sale Representative Transactions

Our attorneys have years of experience representing clients in purchase and sale transactions. We are experienced in working with startup companies and larger corporations.  Our support transactions starting at $500k-$20mm and clients should budget 1% of the transaction size for legal expenses.

  • Closed over $1bn in M&A transactions
  • Represented a buyer of key operating assets of a hotel for ~$8mm
  • Represented a buyer of a chain of food and beverage establishments for ~$3mm
  • Represented a minority shareholder in sale of $10mm+ stake in company
  • Represented a majority shareholder in buyout of multiple minority shareholders for aggregate ~$10mm
  • Represented a prominent retailer in its purchase of $20mm in warrants from a specialty manufacturer and supplier (in addition to the supply agreement)
  • Closed $100m+ in Preferred Stock and SAFE transactions
  • Represented hotel chain in ~$1bn sale to private equity buyer
  • Represented a private equity seller in its sale of a regional pharmacy chain to Walgreen’s Inc. for $1.07bn.

Purchase and Sale Process

Identify your target business for purchase – or decide you want to sell your business

To begin the purchase process you will need to identify your target business. Typically our clients approach us once they have a target in mind – or they have decided to sell their business.

Negotiate a non-binding term sheet between seller and prospective buyer

This will lay out the terms and conditions of the potential sale. It lays out key terms such as price, assets included or excluded, liabilities included or excluded, and contingencies (e.g., financing) and other conditions to close, and post-closing indemnification.

Prepare a due diligence request list and review the target’s balance sheet, cash flow, material assets, and corporate governance

A due diligence request list involves obtaining financial, legal, and other information about the company or assets to be purchased. Information obtained in due diligence can affect the purchase and sale contract if parties try to mitigate a new risk.  For example, if a buyer finds out there is an ongoing zoning investigation, the buyer might ask the seller to indemnify them for any fines that are handed out post-closing.

Negotiate purchase agreement, including deal protections to limit surprises

The purchase and sale agreement is the main transaction document that provides more detail around the key terms and fleshes out additional important provisions.  It might also refer to other ancillary agreements.

Corporate Approvals

Both buyer and seller will likely need to comply with state laws to ensure their corporate entity (and its investors) approve of the transaction.

Close the transaction and grow your business

Using proper legal counsel will result in a faster and more effective transaction, allowing you to close the deal and start growing your business.

FAQs

What is an Asset Purchase Agreement?  How is it different from a Stock Purchase Agreement?

An Asset Purchase Agreement is a purchase and sale agreement that provides for the sale of all or substantially all of the assets of a company.  A stock purchase agreement provides for the purchase of a corporate entity, including its assets.  Each has different advantages and disadvantages, but most private companies engage in asset purchase agreements.

What Is typically included in a business purchase agreement?

The buyer and seller must engage in a specified legal process that includes the following:

Party Identification
Descriptions of Businesses
Type of Sale
Representations and Warranties
Covenants
Conditions to Closing
Closing
Indemnities
Dispute Resolution

What items are a purchase agreement contingent upon?

This is all up to negotiation. In many cases, purchase and sale agreements are conditioned on financing.

What is a shareholder agreement?

A shareholder agreement is a negotiated agreement between shareholders of a company - it can include whatever the parties negotiate. However it typically addresses issues such as: 1) process for buying out a partner; 2) transfer restrictions; and 3) board seats.

How much will this process cost?

You should budget approximately 1% of the sale price for legal costs.

What legal work is involved in a purchase and sale?

As purchase and sale lawyers we handle:

Key transaction documents (asset purchase agreement or stock purchase agreement).
Necessary corporate filings (board resolutions, filings with the state or securities regulators).
Legal and business due diligence to ensure you will have legal title to the assets after closing.
Explain the agreement in plain English.

How much time does the purchase and sale process take?

Deals can happen quickly when both parties are driven. The initial negotiation process can take days to weeks. It depends on the parties and the complexity of the actions each party has to take between signing and closing, if any.

Seattle Purchase and Sale Lawyer

We are a Seattle-based business law firm dedicated to helping entrepreneurs. We frame legal risk in simple straightforward language and real-world consequences. Sunder Legal can help your business navigate the purchase and sale process and understand and evaluate each aspect of your future transaction. Poorly negotiated deals can result in serious legal issues and pose a big risk to your business. Obtaining trusted legal counsel will give your business the leverage and security you need in complex purchase agreements.

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About Alykhan

Find out more about our founder and how he can assist you in being prepared for an ever-changing business landscape.
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(206) 339-5252
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