Business Purchases & Sales Attorneys in White Plains, New York

Are you considering purchasing or selling a business? If so, there are specific steps you should take to ensure that the transaction goes smoothly. Regardless of which side of the transaction you are on—the buyer or the seller—you can benefit from the advice and assistance of a skilled attorney.  

Our business purchases and sales attorneys at Rutkin & Wolf PLLC can guide you through the transaction process and help you resolve any potential legal issues that arise during it. We offer nearly 40 years of combined legal experience assisting businesses and business owners in White Plains, New York, and the surrounding areas, including Lower Westchester County, the Bronx, and New Rochelle.  

Types of Business Purchases and Sales

Typically, a transaction involving a purchase or sale of a business falls into one of these three categories: 

1. An asset purchase. The buyer can purchase a seller’s business assets. The buyer is not actually purchasing the business itself but rather acquires selected assets and liabilities.  

2. A stock purchase. In this transaction, the buyer is purchasing the seller’s outstanding stock to gain their share in the assets and liabilities.  

3. A merger. A merger is basically a voluntary fusion of two companies. Mergers combine many of the characteristics of both an asset purchase and a stock purchase. As a result of the merger, a single new legal entity is formed.   

Depending on the type and complexity of the transaction, closing the deal could take anywhere from two months to more than a year. Seeking the assistance of a business purchases and sales attorney can expedite the transaction and ensure that you get the best deal possible.

Important Elements of Mergers and Acquisitions

There are various legal matters to consider when handling a merger and acquisition. Some of the most important elements of a merger and acquisition (M&A) include: 

• Due diligence. In a merger and acquisition, due diligence allows the buyer to assess the target company’s financial, legal, and operational status to identify the potential risks involved.  

• Deal structure. There are several M&A deal structures, including horizontal, vertical, conglomeration, and congeneric. You need to consider which deal structure will be used to complete the M&A.  

• Financing. Financing is the process through which parties fund their mergers and acquisitions. Usually, M&A transactions are not financed by equity alone. Buyers may also use debt capital or alternative financing options.  

• Representations and warranties. Usually, acquirers will include certain representations and warranties in the terms of the M&A transaction to avoid the risk of litigation.  

• Contract negotiation and drafting. Negotiating and drafting agreements is a major part of any M&A transaction. Your attorney will help you ensure that your best interests are protected when negotiating a contract and drafting the paperwork to complete the transaction.  

• Intellectual property transfer. If the target business has any copyrights, trademarks, or other forms of intellectual property, it may be necessary to transfer the intellectual property to the buyer. Typically, due diligence will reveal whether any intellectual property is involved. 

• Closing conditions. Finally, parties must meet certain conditions in order for the M&A transaction to close. These conditions may vary from one transaction to another.   

You might want to get help from a business purchases and sales attorney when handling an M&A transaction. Our attorneys at Rutkin & Wolf PLLC understand the legal and regulatory requirements associated with these transactions and can help you navigate your transaction with confidence.  

Potential Pitfalls

There are potential pitfalls to avoid when it comes to purchasing or selling a business. Those pitfalls differ depending on whether you are the seller or the buyer. If you're a seller, some pitfalls to watch out for include: 

• Not planning for an exit. 

• Not being prepared for the due diligence process. 

• Not considering warranties and indemnities. 

• Not understanding the implications of the sale. 

• Trying to handle the selling process without an attorney. 

Pitfalls to watch out for if you are a buyer include: 

• Failing to conduct thorough due diligence. 

• Not knowing the value of the business. 

• Buying the wrong business for you. 

• Failing to execute a smooth transition. 

• Buying above the budget. 

Our attorneys at Rutkin & Wolf PLLC have significant knowledge of all that goes into selling or buying a business. We have the necessary expertise and resources to assist you with due diligence, negotiation, valuation, and other aspects of the transaction. Our attorneys are here to help you ensure that everything is in order for the purchase or sale to be completed successfully.