Legal Considerations

Anatomy of the Asset Purchase Agreement

Whether you intend to sell or buy an existing business, odds are that your transaction will be governed by an Asset Purchase Agreement, or APA. Depending on the size and complexity of the transaction, the APA can easily run dozens of pages. Unless you make a habit of reading legal documents in your spare time, an agreement of this size can be[…] Whether you intend to sell or buy an existing business, odds are that your transaction will be governed by an Asset Purchase Agreement, or APA. Depending on the size and complexity of the transaction, the APA can easily run dozens of pages. Unless you make a habit of reading legal documents in your spare time, an agreement of this size can be[…]

A Non-Compete Shouldn’t Be a Trap: How Non-Competes Work in Oil and Gas

If you have recently sold your business in the oil and gas industry, or if you plan to sell in the near future, you may have questions about your non-compete agreement.  There is so much to negotiate in the sales process, from valuation to transition planning, that sellers sometimes misunderstand or downplay their non-compete until they consider[…] If you have recently sold your business in the oil and gas industry, or if you plan to sell in the near future, you may have questions about your non-compete agreement.  There is so much to negotiate in the sales process, from valuation to transition planning, that sellers sometimes misunderstand or downplay their non-compete until they consider[…]

Seller Question #6: How do I Maintain Confidentiality When I’m Selling my Business?

Maintaining confidentiality during the process of selling your business is critical – there is simply no sugarcoating this statement. It does a business owner absolutely no good, and in fact can be potentially damaging to the business, if employees, customers, competitors or vendors find out your business is for sale. Maintaining confidentiality during the process of selling your business is critical – there is simply no sugarcoating this statement. It does a business owner absolutely no good, and in fact can be potentially damaging to the business, if employees, customers, competitors or vendors find out your business is for sale.

Seller Question #2: How is My Equipment Handled in a Business Sale?

When you sell your company, the equipment used in the operation is included in that sale. Any asset that helps you generate revenue is part of your overall enterprise value, and those assets (in almost every case) need to be conveyed to the buyer free-and-clear of all debt as part of an asset sale, which most transactions are. While this sounds[…] When you sell your company, the equipment used in the operation is included in that sale. Any asset that helps you generate revenue is part of your overall enterprise value, and those assets (in almost every case) need to be conveyed to the buyer free-and-clear of all debt as part of an asset sale, which most transactions are. While this sounds[…]

The Truth About Confidentiality When Selling your Business

Keeping it quiet about the upcoming sale of your business is mandatory and really one of the most important aspects of selling your business. While it may be your preference not to tell anyone anything confidently, the reality is it will be imperative for you to reveal certain confidential aspects of your business.  You can be assured that if you[…] Keeping it quiet about the upcoming sale of your business is mandatory and really one of the most important aspects of selling your business. While it may be your preference not to tell anyone anything confidently, the reality is it will be imperative for you to reveal certain confidential aspects of your business.  You can be assured that if you[…]

5 Things to Include in Your LOI (Besides the Purchase Price)

Your letter of intent (LOI) is a critical piece of the business acquisition puzzle. But if that’s the case, then why are so many LOIs poorly constructed? At the end of the day, sellers are going to compare terms from one LOI to another, and these terms are what set you apart from other interested buyers. Your letter of intent (LOI) is a critical piece of the business acquisition puzzle. But if that’s the case, then why are so many LOIs poorly constructed? At the end of the day, sellers are going to compare terms from one LOI to another, and these terms are what set you apart from other interested buyers.

Repossessing Your Business After a Sale: Not as Bad as You Might Think

One common fear among business sellers considering seller financing when selling a business is the possibility, no matter how slight, that the buyer will default on the seller’s note and they will have to repossess the business and go through the entire sale process again. One common fear among business sellers considering seller financing when selling a business is the possibility, no matter how slight, that the buyer will default on the seller’s note and they will have to repossess the business and go through the entire sale process again.