50
50 Years of Legal Experience
CPA since 1970
Lawyer Since 1973
30+ Years of Entrepreneurial Experience
Direct Attorney Access
Legal Guidance for Buying or Selling a Business
Legal strategy should reflect the transaction, the commercial relationship and the owner's long-term goals.
Legal Support for Buyers
A buyer needs to understand what is being acquired and what risks may follow the transaction. Arthur can help the buyer evaluate the proposed structure, review material information and negotiate documents that reflect the intended deal.
- Letters of intent and confidentiality agreements
- Asset purchase and stock purchase structures
- Due diligence requests and review
- Contracts, licences, intellectual property and ownership records
- Assumed and excluded liabilities
- Employment, consulting and transition agreements
- Representations, warranties and indemnification
- Closing documents and post-closing obligations
Legal Support for Sellers
A seller needs to prepare the business for review, protect confidential information and negotiate terms that support the owner’s financial and personal objectives.
Arthur can help organise the legal side of the sale, identify issues that may delay closing and develop the transaction documents.
- Pre-sale legal review and entity cleanup
- Confidentiality agreements and buyer communications
- Letter of intent review
- Purchase agreement negotiation
- Allocation of assets and liabilities
- Seller financing, earnouts and escrow provisions
- Noncompetition, transition and consulting terms
- Closing and post-closing responsibilities
Asset Sale or Equity Sale
In an asset sale, the buyer purchases specified assets and may assume selected liabilities. In a stock or membership-interest sale, the buyer acquires ownership of the entity itself.
Each structure has different legal, tax, and operational consequences. The right approach depends on the entity, assets, contracts, licenses, liabilities, and negotiating leverage of the parties.
A Clear Transaction Process
1
Define the business objectives and preferred transaction structure.
2
Prepare or review confidentiality agreements and the letter of intent.
3
Conduct due diligence and identify legal, financial, and operational issues.
4
Draft and negotiate the purchase agreement and related documents.
5
Complete closing, transfer requirements, and transition obligations.
Coordination with Other Advisers
A business transaction may require input from accountants, tax advisers, lenders, brokers, valuation professionals, insurance advisers, and industry specialists.
Arthur helps coordinate the legal work and identify questions that should be addressed by the client’s other advisers before the transaction is finalized.
Frequently Asked Questions
Should I sign a letter of intent before speaking with a lawyer?
A letter of intent can influence price, structure, exclusivity, and later negotiations. Legal review is useful before signing, even when the letter is described as nonbinding.
What is due diligence?
Due diligence is the process of reviewing legal, financial, operational, and other information about the business. The scope depends on the transaction and the buyer’s concerns.
What is the difference between an asset purchase and a stock purchase?
An asset purchase transfers selected assets and liabilities. A stock or membership-interest purchase transfers ownership of the entity. The legal and tax results differ.
Can Arthur help with seller financing or an earnout?
Yes. These arrangements require clear payment terms, security provisions, performance measurements, reporting, and remedies.
When should a seller begin preparing?
Owners often benefit from a legal review well before the sale process. Correcting governance, contract, ownership, or intellectual property issues can reduce delays and strengthen the transaction.
Address the Legal Structure Before the Deal Moves Too Far
The strongest time to shape a transaction is before key terms become fixed.
Contact Arthur to discuss the business, the proposed deal, and the legal work required to move toward closing.
