Transactions & Reorganization

Buying, Selling and Expanding a Business

Because I was a successful business owner for 18 years, I understand the business and financial reasons for buying (rather than starting) or selling (rather than dissolving) a business or professional practice, and I understand the challenges of expanding a business. As an attorney, I counsel and represent clients buying, selling, or expanding a business.

Please see my Articles page to learn more about legal counsel during business transactions. Or, contact my Short Hills office at (973) 921-0600 for a consultation.

I provide full-service representation in transactional and expansion matters, including:

• Purchasing, selling, or leasing commercial property,
• Reviewing, evaluating, negotiating, and preparing primary transaction agreements (e.g., stock purchase and sale agreements, asset sale and purchase agreements, merger agreements, consolidation agreements, (etc.),
• Reviewing, evaluating, negotiating, and preparing ancillary transaction agreements, instruments, and documents (e.g., security agreements, stock pledge agreements, deeds, leases, employment and consulting agreements, non-competition agreements, confidentiality agreements, assignments, bills of sale, promissory notes, letters of intent, corporate authorizations, etc.),
• Financing, leasing, and commercial lending,
• Reviewing, evaluating, negotiating, and preparing venture capital agreements,
• Delineating scope of due diligence, and
• Reviewing, evaluating, negotiating, and preparing stock subscription agreements.

Buying a business

Purchasing an existing company has many advantages over building a business from the ground up. Typically, the buyer acquires a “ready-made” business with an established customer or client base. Buying a business also presents unique challenges. Typically, the buyer will be paying a price premium because the business is a “going concern” and it may be difficult to fully identify potential risks and liabilities of the business. Please see my article on buying a business.

Selling a business

The primary benefit of selling your business is getting additional value for the goodwill your business has established with customers/clients, vendors, lenders, and key employees. However, there are risks associated with selling your business. Of course, you want to be reasonably sure that the buyer can and will pay the promised price, but the mere process of selling your business can introduce other risks. For example, negotiations can be time-consuming and distracting, the buyer’s due diligence activities can be disruptive, and the mere disclosure of a potential sale can adversely impact your company’s relationships with customers/clients, vendors, lenders, and key employees. Please see my article on selling a business.

Expanding a business

I counsel and represent clients on a wide variety of methods of growing and expanding their businesses, including:

• Adding locations,
• Adding product lines,
• Forming strategic alliances,
• Merging or consolidating with, or acquiring, another business,
• Expanding managerial staff and employing key personnel,
• Obtaining venture capital, and
• Increasing capital through debt and equity financing.

I welcome clients looking to expand their business or professional practice. Contact me online or call my Short Hills office at (973) 921-0600to arrange a consultation. I respond promptly to all inquiries. Evening and weekend appointments, as well as appointments at your office or facility, may be arranged.