Buying a Business in California: Contracts, Negotiations, Tax Help

Dependable Legal & Tax Advice on All Aspects of Buying a Business
      - by Experienced San Diego Attorneys

If you are buying a business, the skilled, experienced attorneys of San Diego Law Firm can help you. We can draft and/or help negotiate the purchase terms, and cooperate with your accountant to determine the actual profitability of the business and make sure there are no hidden tax, contract, or liability claims.

Negotiating the best terms for the purchase of the business

After some preliminary research on the business you'd like to buy, you will be in a position to begin negotiations with the seller.  At this stage, we will:

• Work with you and your accountant to learn enough about the business to effectively help you negotiate a sound purchase agreement.
• Prepare a "letter of intent," also called a "memorandum of understanding," containing the basic terms of the sale. This non-binding agreement helps speed up the negotiation by specifying what the buyer and seller plan to do, the dates for accomplishing various tasks needed before the sale, and the intended price, structure, and financing for the sale.
• Stay in communication with you, your accountant, and the buyer or his or her attorney (if any) to make sure all tasks are finished on time, and to resolve any problems as quickly as possible.

Investigating the Business

Any business you buy should be carefully and thoroughly investigated to know how it is likely to perform in the future and whether or not it has any problems that could make it the wrong business for you due to lack of profitability, hidden costs, time requirements, or potential disputes with vendors, customers, governmental regulators, or other persons or entities.  San Diego Law Firm can:

• Help you evaluate your investment objectives to decide whether the business you're considering buying is the right opportunity for you, and if so, what would be an appropriate price.
• Identify what investigation needs to be done before you make an unconditional offer to buy the business.
• Coordinate the investigation of the business's performance history, assets, financial statements, tax returns, operations, and competition.
• Analyze the strength of the business's contracts, determine whether any current contracts would prevent you from running the business, property issues, and determine whether the business has any unpaid or open liens, claims, lawsuits, liabilities, regulatory fines or compliance orders, or other problems.
• Determine whether the target business is in good standing under relevant laws, and determine if you will be able to continue to lawfully operate the business with any required licenses and permits.
• Advise you about any financial risks posed by the business, and evaluate whether these risks can be resolved or minimized by agreement.

Preparing the purchase agreement, transfers of interest, and other legal documents

Buying a business involves many complex issues, and the terms of your agreement are crucial to the success of your investment.  We will help ensure that your long-term financial interests are protected by:

• Identifying the tasks that must be completed, and the documents that must be executed, and making sure that all conditions are met before or at the closing. 
• Preparing or reviewing the purchase agreement, also referred to as a sales or acquisition agreement.  The purchase agreement will define the terms of the deal needed to protect your ongoing business concerns, and will contain other negotiated terms that will have tax benefits or drawbacks.  Reaching agreement on these terms can create more challenging negotiations.  We will serve as your go-between to avoid straining your relationship with the seller, as we seek a deal that will promote your financial success without obstructing the chances of agreement being reached.
• We will help solve any problems that were uncovered during the investigation of the business, and build these solutions into the agreement to minimize your risk.
• We will carefully prepare and review all other agreements and legal documents to make sure everything is done to successfully and lawfully transfer the entire business to you.

Avoiding problems at the closing of the sale

San Diego Law Firm's experienced business attorneys will personally oversee and manage your purchase transaction to make sure the sale closes successfully.  We will:

• Anticipate issues that may arise at the closing, and prepare strategies to overcome those issues if they materialize.
• Address any purchase price adjustments prior to the closing.
• Make sure that the seller has met all the required conditions, and if not, advise you about the particular risks if you waive a condition.
• Verify that everything is correct before you sign all the paperwork.

When you hire the experienced attorneys of San Diego Law Firm, you'll have the security of knowing that our knowledgeable attorneys will protect your business, personal, and financial interests, guide you step by step through the entire process, and help smooth the transfer of the business to you so you can concentrate on building your future success.

How to Contact San Diego Law Firm

We handle matters throughout California, and new clients are always welcome. For more information or to make an appointment, please contact us either by:

Telephone: (619) 794-0243

E-mail: contactus@SanDiegoLawFirm.com
 

We can be reached by telephone Monday through Friday, 9:00 a.m. to 5:00 p.m. You may also use the form below to contact us. This form is answered Monday through Friday during the work day. Please remember that for us to become your attorneys, we must first have a written attorney-client agreement signed by both of us, so please do not email any confidential information at this point. After we have reached an agreement with you, we can then exchange information freely. We look forward to helping you.

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