Purchase and Sale of a Business

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This program examines the purchase and sale of a business. As the end game of any transaction is the contract, the program opens with a brief discussion on contract preparation. It then examines the four stages in the acquisition of a business: first, pre­ contract considerations attendant to the three types of acquisition: asset purchase, stock purchase, and merger; second, pre-acquisition-agreement documents including letters of intent, term sheets and confidentiality agreements; third, the acquisition agreement, itself, including, among other concerns, warranties and indemnities; and finally related documents and concerns including shareholder arrangements, employment contract and the FTC rule banning non-compete clauses, and opinion letters.

The program also addresses two anomalous New York statutes that bear on the acquisition of a privately-held corporation or an LLC that does business in New York.

 

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