Strategic Legal Guidance for Business Transactions
Buying or selling a business is one of the most significant financial decisions an owner will make. The transaction involves complex legal, financial, and operational considerations that require experienced counsel to navigate successfully.
Comprehensive Transaction Support
From initial deal structuring and valuation discussions through final closing and post-closing obligations, we provide the legal guidance necessary to complete transactions efficiently and effectively.
Our services include evaluating proposed deal structures to determine the most advantageous approach, conducting thorough legal due diligence to identify risks and liabilities, negotiating transaction terms that protect our clients' interests, drafting and reviewing purchase agreements, asset transfer documents, and ancillary agreements, addressing employee and employment law issues including retention and severance, resolving intellectual property, licensing, and contract assignment matters, coordinating with accountants and financial advisors on tax implications and structuring, and ensuring proper documentation and compliance at closing.
Asset Purchases vs. Entity Acquisitions
One of the most critical decisions in any transaction is whether to structure the deal as an asset purchase or an entity acquisition. Each approach carries distinct legal, tax, and liability consequences. We help business owners understand these differences and structure transactions to minimize risk, optimize tax treatment, and achieve their business objectives.
Due Diligence
Thorough due diligence is essential to any successful transaction. For buyers, due diligence reveals potential liabilities, contractual obligations, regulatory compliance issues, and other risks that affect valuation and deal structure. For sellers, preparing for due diligence ensures the transaction proceeds smoothly without unexpected delays or complications.
We conduct comprehensive legal due diligence reviews covering corporate governance and organizational documents, material contracts and agreements, real estate and lease obligations, intellectual property rights and licenses, employment agreements and benefit plans, regulatory compliance and pending litigation, tax compliance and outstanding liabilities, and environmental issues when applicable.
Identifying issues early allows parties to address them through negotiation, purchase price adjustments, indemnification provisions, or escrow arrangements rather than discovering problems after closing.
Negotiating and Drafting Transaction Documents
The purchase agreement is the cornerstone of any merger or acquisition. This document defines the transaction terms, allocates risk between parties, and provides remedies if problems arise.
We draft and negotiate purchase agreements that clearly articulate purchase price and payment terms, representations and warranties regarding the business and its condition, conditions precedent to closing, indemnification provisions protecting against undisclosed liabilities, non-compete and non-solicitation covenants, dispute resolution mechanisms, and post-closing obligations and adjustments.
Attention to detail in drafting these provisions can mean the difference between a smooth transaction and years of costly litigation.
Tax Considerations
Tax implications significantly affect transaction economics. Asset sales and stock sales are taxed differently for both buyers and sellers. Section 338 elections, earnout provisions, allocation of purchase price, and treatment of goodwill all impact the parties' tax positions.
We work closely with our clients' accountants and tax advisors to structure transactions in tax-efficient ways while ensuring legal compliance. Coordinating legal and tax planning from the outset prevents costly mistakes and maximizes value for our clients.
Representing Buyers and Sellers
Whether you are acquiring a business to expand operations or selling a business you've built over decades, our representation is tailored to your position in the transaction.
For buyers, we identify and mitigate risks, negotiate favorable terms, and ensure you acquire the business you expect without inheriting undisclosed problems. For sellers, we maximize value, limit post-closing liability, and structure transactions to achieve your financial and personal objectives, including retirement planning and wealth preservation.
Let's Discuss Your Transaction
If you are considering buying or selling a business in El Paso or Southern New Mexico, contact us, or schedule a consultation online. We will evaluate your transaction, explain your options, and provide the experienced legal guidance necessary to complete the deal successfully.