Contracts

The Business Purchase Letter of Intent

Today’s post discusses an important early step when you are purchasing a business: drafting and negotiating a business purchase letter of intent. The process of drafting and negotiating a business purchase letter of intent generally follows the initial negotiation of the major business purchase terms. Those material terms—price, payment method, closing timing, and basic conditions to the sale—are generally negotiated directly between the parties on smaller business purchase and sale transactions. On larger transactions, the parties and their brokers and investment bankers negotiate those terms.

After you agree on what each party is going to do as part of the business purchase, one party (often the buyer) will distill those main business terms into a written document that is the business purchase letter of intent....

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Commercial Real Estate

Commercial Lease Letter of Intent (LOI) Basics

In an earlier post in our understanding your commercial lease series, we discussed the value of hiring a broker and briefly discussed letters of intent. We have had many questions about letters of intent recently, so I am taking a quick detour to address this topic in more detail. I hope this post helps to shed light on what a letter of intent is and why it is an important part of understanding your commercial lease.

What is a commercial lease letter of intent?

A letter of intent (LOI) is a document that includes the important terms of the commercial real estate leasing deal and consolidates those terms in writing prior to the commercial lease being prepared. The letter of intent is designed to...

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Mergers & Acquisitions

Purchase and Sale of Business: Drafting the Business Purchase and Sale Agreement

Once you’ve nailed down the terms of the acquisition (usually in a letter of intent), it is time to begin putting the terms into a formal agreement usually referred to as a business “purchase and sale agreement.” This agreement will spell out the seller’s and buyer’s rights and responsibilities with respect to the transaction. We’re continuing our series on the Purchase and Sale of a Business by highlighting some of the major considerations when putting together the business purchase and sale agreement for your acquisition.

Structure of the Sale: What assets and liabilities are included?

As we discussed in a prior post in this Purchase and Sale of a Business series, you’ll need to sort out whether the sale will be an...

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Commercial Real Estate

Understanding Your Commercial Lease Agreement Series

When starting or expanding your business, you’ll likely be looking at leasing a new commercial space. Some small (and a few large) businesses may go from startup to dissolution without entering into a commercial lease agreement, but the vast majority of businesses will at some point need a place to house employees, store inventory or supplies, and meet with clients and customers.

Indeed, for certain businesses, the location of a commercial space can be one of the most influential factors in their entire business plan; a commercial lease agreement may be one of the largest contracts into which a business will enter.

Understanding what goes into a commercial lease, what landlords want from tenants, and what tenants can expect and should ask...

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Mergers & Acquisitions

Purchase and Sale of a Business: Preliminary Agreements

In this post in the purchase and sale of a business series, we discuss the preliminary agreements the parties generally consider as part of the business purchase. We’ll refer to the party selling the company as the owner, and the party acquiring the company as the purchaser. If you read about these transactions in other blogs or articles you might also find the selling party referred to as the target company and the acquiring party as the acquirer.

In the preliminary stages of the purchase and sale of a business there are a few primary concerns: (1) the owner wants to make sure that the potential purchaser is serious, (2) the owner wants to make sure the secrets of his or her...

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Mergers & Acquisitions

Purchase and Sale of a Business

The purchase and sale of a business is one of the most important transactions for business owners. We’re starting a blog series to let you know more about how the process of purchasing or selling a business works. As a side note, lawyers often call these types of transactions mergers and acquisitions, especially when referring to transactions involving extremely large companies. Mergers and acquisitions are essentially just the purchase and sale of a business but generally on a larger scale and with more moving parts.

We’re going to discuss the purchase and sale process from start to finish. For each post we’ll explain what’s at stake and how your lawyer can help you. For this series we have scheduled posts on...

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