Buying and Selling a Business | Blog for Business Law

— By Alex HurstMay 9, 20162 Comments

Giving It a Proper Burial: Dissolving LLCs and Corporations in Missouri

When it comes to corporations, LLCs, and other entities, people tend to focus on their birth rather than their death, with most available literature being on the pros and cons of different types of entities and how to go about creating one. But for reasons…

Buying and Selling a Business

— By Brian RogersOctober 11, 20130 Comments

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

— By Brian RogersMay 21, 20130 Comments

Issues Unique to the Sale of a Sole Proprietorship

Most businesses are held and operated by an entity that is created under state law by filing a document with the secretary of state, and which is treated under state law as a legal person separate from its owner(s). Thus, when the business is sold,…

— By Brian RogersMay 9, 20132 Comments

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…

— By Brian RogersAugust 28, 20121 Comment

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…

— By Brian RogersJuly 9, 20122 Comments

Avoid Unwanted Liabilities When You Buy a Business

“Leave the gun. Take the cannoli.” Fictional mobster Peter Clemenza delivers this famous line in The Godfather after a drive into the country with the godfather’s driver Pauli. The driver betrayed his boss and Clemenza has just meted out justice. Take the good stuff. Leave…

— By Brian RogersJune 7, 20122 Comments

Buying a Business: How to Pay for It

So you want to buy a business and you’re not sure how to pay for it. There are a lot of ways to pay for a new business, but the most common are cash at closing, seller financing in the form of deferred cash payments…