Selling Business Lawyers
Whether your business, or the business you are buying, is large or small, our team can assist you to prepare for, negotiate, manage and complete the transaction.
Purchasing or selling a business can be a life changing event. As such, it is comforting to know that all legal aspects of the transaction are able to be handled by skilled and experienced legal professionals who will act with your best interests in mind at all times.
How can we assist you to buy or sell a business?
- The preparation of a ‘Heads of Agreement’ to lock in a binding agreement on key terms
- Due diligence for both vendors and purchasers
- Advise you on business structuring and asset protection measures
- Assist you in your negotiations
- Help you navigate through any regulatory and banking requirements
Performing Due Diligence
Due diligence is relevant to both vendors and purchasers and is not something that happens overnight.
Due Diligence in an integral part of any business transaction, particularly where you are the purchaser. Due diligence is a process of conducting investigations whereby a purchaser minimises their risks of acquiring a business or a company that may not be viable. On the other hand due diligence, if you are the vendor, once you open your business up for investigation by potential purchasers, they will be looking for holes and, if they find any, it will be reflected in the purchase price or you could lose a deal altogether.
Due Diligence often includes:
- Verifying the banking and financial position of the business or the company and the value of the business or the company
- Reviewing the material contracts associated with the business, including leases
- Verifying the corporate ownership structure, ownership of business assets
- Verifying the employees and suppliers of the business or the company
- Investigating any legal proceedings commenced by and against the company or in relation to the business
- Compliance with regulatory requirements
What is Goodwill?
Goodwill of a business is a unique asset and a key consideration to ensure that the business is able to retain its existing customers and also attract new customers, ensuring business turnover. When purchasing a business, the buyer is buying the following substantial assets of the business:
- Goodwill
- Equipment
- Stock
As the equipment and stock of the business are tangible assets, the only intangible asset is the business’ goodwill. Goodwill may comprise of the business name, intellectual property such as trademark and patents associated with the business, customer list or database or similar.
Other Considerations
- Contracts Does the business have any contracts with suppliers? These need to be checked for any unfavourable provisions and to ensure they are enforceable.
- Stock Does the transaction include stock? If it does, the contract will have to outline the cost and the relevant stock take process.
- Employees Details about all the current employees need to be provided by the vendor, so the new purchaser can make a decision as to if they will be retaining any or all of the current employees. What provisions are in their employment contracts and what are their and your rights under it.
- Financial Statements Working with you and your accountant to review financial statements for the business if required.
- Finance If your purchase is being financied by a bank, we will manage the banks requirements regarding due diligence and contracts.
- Transitional Assistance Depending on the nature of the business it might be the case that the purchaser needs some transitional handover assistance. If so, we will ensure this is negotiated and agreed with the vendor and properly documented.
- Restraint on the Vendor A common issue facing purchasers of businesses is to protect the goodwill of the business that they have just paid for by restraining the vendor from setting up a competing business for a period of time.
What to Expect when working with PB Lawyers Australia
Here are some reasons why people choose us:
- Punctual and Precise: From your first consultation until a successful solution, we will work hard to resolve your matter fast and with precision. We answer all enquiries quickly as we understand how stressful legal pressures can be. And more often than not, time is crucial, so we act promptly. Having the right lawyer in your corner is the most important aspect when dealing with legal matters, so as we are fast, we are also as experienced and thorough.
- Understanding and Perceptive: We understand that being involved in any legal matters can be stressful. So, we take the time to learn your situation and get a good grasp on all the relevant factors and use that information to work for you in the best way possible. We’re here to guide you every step of the way, we will listen to you, offer advice, answer any questions you have and ensure that you have all of the information you need to make an informed decision every time.
- Affordable and Reasonable: There is no surprise in saying that legal fees can be expensive, however, engaging a lawyer may be less expensive than you realise. Doing so will most definitely reduce the amount of stress and the amount of time in dealing with your legal matters. We offer flexible billing arrangements for our services, including event billing, time interval billing and fixed rate fees. We’ll also be transparent with you about the costs surrounding resolving your matter and provide you with a quote once we’ve had a consultation with you and understand your situation.
- Experienced and Knowledgeable: Each member of our trusted team has years of experience in the areas of law they each practice, coming from different cultural and societal backgrounds. This allows us to understand your situation more easily and work together to find the best outcomes for your situation. Like we said before, no two situations are the same, but our vast range of experience means that we can certainly help you.
Our Business Sale Solutions include:
Assisting You Gather Relevant Documentation
Drafting Required Documents
Giving You Advice on the Best Method to Proceed
Providing a Free First Consultation
Negotiating with Opposing Lawyer
Receiving and Confirming Turnover/Liabilities
Arranging the Assignment of Lease
Facilitating the Contract Exchange
Organising Trial Periods
Client Testimonials and Reviews
Frequently Asked Questions
Do I need a lawyer if I want to sell my business?
There are many legal implications and requirements involved with selling a business and so it is important to engage an experienced lawyer early on to assist you in this process to ensure a smooth transition.
There are many factors to consider including: sale structure and inclusions, contract documentation, employment concerns, supplier agreements/contracts, leasing arrangements, sale costs and tax implications, intellectual property and more.
How do I raise capital for my business?
There are many different ways to raise capital for your business. The three most common are:
1. Debt capital – this is essentially raising capital by borrowing money.
2. Equity capital – this requires you to sell part of your business in return for the capital used to grow the business
3. Other forms – crowd sourced funding is a new and popular way to raise capital through online intermediaries
What are typical issues when buying a business?
The level of complexity and typical issues associated with buying or selling a business depends on a number of factors, including:
– the nature of the industry within which the business operates
– statutory and other regulatory requirements
– the size of the business
– the location of the business
– the nature of operations
– the asset classes
– the employment arrangements and industrial relations environment
– the extent to which the business utilises land
– the relevance of intellectual property to the business
