Business Transaction Attorneys
Levy & Partners and Business Transactions
Levy & Partners provides full-service counsel to public and privately held U.S. and foreign clients, ranging from start-up entrepreneurs to Fortune 100 corporations. Our services cover the wide range of challenges and opportunities clients encounter throughout the business life cycle, from formation to mergers and acquisitions, daily operations to protecting intellectual property, raising capital to securities law compliance, and corporate governance to international ventures and tax management. Businesses require legal counsel who not only have broad experience and skills in a wide variety of legal disciplines but who also have financial and practical business applications experience. If business disputes occur and cannot be resolved, our firm is ready to handle your specific commercial litigation issue.
Buying & Selling Businesses
Making the decision to buy or sell a business requires a thorough review to ensure that your legal interests are protected. At Levy & Partners, our attorneys are experienced in all aspects of the purchase and sale of a business including business partnership purchases, partnership dissolution, asset division, and corporate mergers.
Are considering selling or buying a business?
Allow an experienced business attorney from Levy & Partners to assist you with matters such as the following:
- Review, draft, or modify a purchase agreement to ensure that it is properly drafted and contains a non-compete clause that will protect your interests
- Ensure that the purchase agreement protects your business and that any promissory note or security agreement is drafted correctly
- Advise you as to all of the lease rights and restrictions for the business location
- Determine whether the business you are buying has complied with all local, county and state laws
- Ensure the location is zoned properly for the business you are buying
If you are buying a business: The main question is whether you will be purchasing the stock of the company or the company assets. If you are buying a the stock or membership interests of the existing company, a business lawyer can research and inform you of the entire corporate history. You may be inheriting certain risks such as responsibility for back taxes, debts, or civil liabilities.
If you are selling a business: How are you going to get paid? Should you finance the sale for the buyer over a period of years? How are you going to get all of the money you are entitled to? Our lawyers can provide you with the resources and advocacy you need to protect your rights.
There are two ways to sell a business owned by a corporation. You can sell the business through a stock purchase or through an “assets only” purchase.
+ Stock Purchase: You are selling all of the outstanding shares of stock to the buyer. The buyer is buying the business and all of its assets and liabilities.
+ Asset Only Purchase: The buyer is only purchasing the assets of the business. The buyer is not buying the liabilities. In an “asset only” sale, the selling corporation’s shareholders must approve the sale. In an “asset only” purchase, it is important to determine whether the corporation selling the assets is a party to any contracts limiting the ability of the corporation to sell its assets. For example, many equipment leases prohibit the sale or transfer of the equipment to a new owner. Most commercial leases will not allow the purchaser to simply take over the commercial leased space where the selling corporation is located.
Contact Levy & Partners today for a consultation with an experienced business law and transactions attorney if you are considering selling or buying a business.
Do I need a buy-sell agreement?
Any business with more than one shareholder or owner should consider a buy-sell agreement. If a shareholder or owner dies, divorces, becomes disabled, or is removed from employment, the business needs to be adequately prepared on what to do. A buy-sell agreement will provide a plan of action and minimize any problems that may pop up. Additionally, a buy-sell agreement can contain provisions to help limit who may become an owner of the business.
What Should I Do When Preparing to Sell My Business?
- Update financial records: Update and organize the financial records of the company.
- Hire an agent: An agent can help you advertise the fact that your company is for sale and get offers for your business. This individual will also be able to advise you of whether certain offers that come in are worth consideration.
- Value the business: The value of your company can be determined from the financial status (profits, etc.) of your company and its reputation.
Speak with a lawyer: An attorney can ensure everything is in order for the sale. The attorney will also help you with any sales contracts.
What Should Be Included in the Sales Agreement?
Sales agreements and sales contracts for a sale of a company need to be full of details and describe the sale of the company. When you draft a sales agreement, these legal terms should be included:
- A detailed description of the goods and services you are selling with your corporation;
- The total payment due along with the time and manner of payment;
- A clause stating that both parties must agree and approve for any changes to the agreement in writing;
- How long the buyer has to inspect the building the company resides in;
- The state whose laws will govern the agreement;
- Financial arrangements, such as how the buyer intends to pay for the company;
- Description of the real property (real estate, buildings, etc.), if any, and the personal property (machines, furniture, etc.) to be transferred;
- The minutes of the corporation organization authorizing the sale, if the business keeps minutes; and
- All warranties of the seller.
Drafting business agreements can be complex and tricky. Hiring an experienced contracts lawyer is important to make sure all the necessary terms of the contract are included in the sales agreement.
Should I Consult an Attorney When Buying or Selling a Business?
Business acquisition and selling a company involves many negotiations and contracts. A business attorney can assist you in the negotiation process to help you get what you want for your future business. An attorney can also help you sift through financial documents to determine what is relevant to the sales transaction. A lawyer can also arrange the real estate sales process, should you ultimately wish to buy or sell the business property.
Contract Drafting, Review & Negotiation
One of the practice areas at Levy & Partners is business transactions and corporate law. The Firm can provide the knowledge and experience of a large firm, while giving our clients the hands-on service and attention to detail that only a smaller firm can truly offer. Our lawyers regularly go beyond the customary services, tailoring their work to the specific needs of each client.
Our services include forming a business and addressing the initial corporate formalities to the more complex transactional matters, sometimes involving international parties located in several different jurisdictions overseas. We have drafted an expanding number and variety of commercial contracts, including employment and severance agreements, leases, sale of business transactional documents, private placements, shareholder agreements, employment agreements, stock pledge agreements, security agreements, corporate resolutions, operating agreements and restrictive covenant agreements. Our clientele in this practice area is diverse and spans from sophisticated high net worth investors to small businesses.
Contract and Agreement Preparation
We advise clients regarding all types of business and commercial agreements. In addition to providing assistance in the strategic negotiation of commercial contracts, our attorneys review and carefully draft most types of business agreements, including, but not limited to, the following:
- Purchase/Sale Agreements
- Employment and Severance Agreements
- Nondisclosure, non-circumvention, non-compete, and non-solicitation agreements
- Shareholder and LLC Operating Agreements
- Vendor/Customer Agreements
- License Agreements
- Distribution Agreements
- Royalty Agreements
- Commercial and Residential Lease Agreements
- Non-Competition Agreements
- Confidentiality Agreements
- Joint Venture Agreements
- Consignment Agreements
- Employee handbooks
- Buy/Sell Agreements
- Pledge and Security Agreements
- Promissory notes, mortgages and UCC filings
- Invoice terms and conditions
- Business Transactions and Issues
We also provide a wide variety of services to our business clients including, for example, representation in the areas of:
- Buyer or selling assets or businesses
- Acquisition of bankrupt and distressed assets or businesses
- Securities law compliance
- Partnerships, joint ventures, and partner or shareholder relations
- Directors’ and officers’ liability
- Corporate formalities including operating agreements, meeting resolutions and corporate bylaws
- Corporate Governance
- Corporate workouts
We invite you to contact us regarding our business transaction and agreement drafting by filing out the contact form on this page.
Are contracts required to be in writing to be enforceable?
In some cases, a verbal agreement may constitute a binding contract, but in other situations, an agreement must be reduced to writing to become a binding contract. “Statutes of frauds” identify those types of contracts which must be in writing. For example, in Wisconsin contracts for the sale of real estate, leases for real property with a term of more than one year, real estate commission agreements, certain contracts that by their terms are not to be performed within one year, and contracts to pay another person’s debts, must generally be in writing. However, there are exceptions to the statute of frauds rules which may apply. The statute of frauds rules vary from state to state. Equitable remedies may in some cases be available to enforce an agreement that fails to comply with the applicable statute of frauds. Even in situations where a verbal agreement could be enforceable, the best practice is, in most cases, to reduce the agreement to writing to confirm the parties’ understanding and acceptance of the terms.
What are the minimum requirements to form a contract?
Every contract requires three basic elements: an offer, acceptance of the offer, and consideration. “Consideration” can include the payment of money, providing goods or services, or the mutual exchange of promises.
Are some contracts unenforceable or void?
Contracts in some cases may be found to be unenforceable or voidable due to misrepresentation, illegality, unconscionability, duress, undue influence, or incapacity of one of the parties.
When does a breach of contract occur?
A breach of contract generally occurs when a party fails to perform its obligations under the contract and such failure to perform is not excused by the non-breaching party. Examples of a breach of contract include a failure to pay for goods or services, providing defective merchandise, or failing to deliver goods or services under the time frame specified in the contract. A breach may also occur if a party violates a covenant or other term in the contract.