Author: Brian Rogers

Buying and Selling a Business
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Conditions and Covenants in a Business Acquisition Agreement

Business acquisition agreements have special features that you wouldn’t normally expect to see in run-of-the-mill contracts. This articles discusses two such features: pre-closing covenants and closing conditions. Pre-closing covenants Business acquisition agreements generally include a few covenants which obligate the purchaser and seller to do,…
Buying and Selling a Business
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Anti-Assignment and Change of Control Contract Provisions in the Sale of a Business

A company’s key contracts represent a valuable business asset. Thus, it’s crucial that the contracts remain in force as a business changes hands from the seller to the buyer when the business is sold. Asset Sales and Equity Sales Although deal lawyers generally describe their…
equity sale diagram
Buying and Selling a Business
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Should You Structure the Sale of Your Business as an Asset Sale or an Equity Sale?

Although deal lawyers generally describe their practice as involving “mergers and acquisitions,” the sale of a small or medium-sized business is usually structured as either an equity sale or an asset sale. In an equity sale, the purchaser buys the equity from the owner(s) of…