Representation of Sellers in Business Transactions
One of CWD’s primary practice areas is representing small and medium sized businesses (“SMBs”) in the sale of their business (i.e., the “Sell Side”). While CWD attorneys often hander larger merger and acquisition (M&A) transactions, we have extensive experience in representing SMBs (including family owned businesses and closely held businesses) looking to enter into a sale transaction.
These types of business transactions take many forms including asset sales, equity sales, licensing transactions, joint ventures and mergers. Attorney’s in CWD’s Business & Corporate Law practice group have spent decades representing SMBs in a sophisticated and cost-efficient manner.
Our sell-side transactional practice guides clients through the entire sale process, which typically includes the following services*:
Pre-Letter of Intent (“LOI”) Services.
In many cases CWD is engaged prior to a client having an offer on the table for its business. In these situations, the client knows it wants to sell its business but doesn’t know how to go about initiating the process. CWD attorneys have decades of experience guiding our clients through every step of the process and when engaged at this early stage, CWD attorneys will often assist its clients in many pre-transaction tasks in order to ready the business for sale. These tasks often include, but are not limited to:
- Amending and/or cleaning-up the client’s organizational documents and other important contracts;
- Assisting the client in organizing a “data room” in order to ready itself for the due diligence process once signing an LOI with a potential purchaser;
- Introducing the client to other professional service providers, as needed, including accountants, tax advisors, investment bankers and valuation experts;
- Advising the client on potential structures for a sale transaction taking into account client priorities and value maximization among other considerations; and
- Preparing the client’s business for presentation to potential purchasers.
Deal Documentation.
When representing sellers, CWD attorneys often draft, review and negotiate critical documents like confidentiality agreements (NDAs) to protect sensitive client information during buyer due diligence, the LOI, or Memorandum of Understanding (“MOU”), and the definitive transaction documents referenced in the LOI/MOU (which, depending on the deal structure, could include an Asset Purchase Agreement, a Stock Purchase Agreement, a Membership Interest Purchase Agreement, Employment Agreements, and other ancillary documents depending on the structure of the overall transaction).
In sale transactions, the buyer’s counsel typically drafts the initial purchase agreement based on the terms of the LOI/MOU and CWD attorneys review and negotiate such purchase agreement with buyer’s counsel. This part of the process typically involves negotiations over representations, warranties, covenants, indemnities, payment structure and other deal terms set forth in the LOI/MOU.
Coordinating the Closing Process.
Once the deal documents are finalized, CWD attorneys will assist in the orchestration of the final steps of the transaction including fund transfers, document signings, satisfaction of closing conditions, and other matters which may be described in the definitive documents.
Post-closing support.
Our engagements often include post-Closing related services which may include assisting client with the satisfaction of post-Closing covenants, addressing potential post-closing disputes or breaches that might arise, and assisting the client in other transitional matters post-Closing.
If you are considering a sale of your business, please feel free to email us at info@cwdlaw.com.
www.sellsidelaw.com is a domain name owned and maintained by Coviello Weber & Dahill LLP a law firm based in White Plains, New York which practices in the area of mergers & acquisitions and other business transactions including representation of clients on the sell side of transactions.
* actual services to be provided will vary from engagement to engagement and CWD will only provide those services specifically noted in its engagement letter to be signed by CWD and the client prior to commencement of any representation.
