Business Purchase and Sales
If you are looking to acquire another business or if you are planning a lucrative sale of your enterprise to a buyer, the business lawyers at MacDonald, Lee & Senechalle, Ltd. are ready to hear from you. We have over a century of combined business law experience, advising clients on everything from mergers and acquisitions to business formation to commercial disputes. Whether you’re looking to buy or sell, our seasoned business lawyers are here to offer you comprehensive guidance, assistance, and representation.
Stock vs. Asset Purchase
There are two principal means for acquiring a business: stock purchase and asset purchase. A stock (or other ownership interest, in the event the target company is not a corporation) purchase involves a buyer purchasing the stock or ownership interests in the target company. In an asset purchase, the buyer purchases specific assets from the selling company, which could include the inventory, equipment, facilities, and accounts receivable.
There are advantages and disadvantages to each type of purchase. An asset purchase allows the buyer to cherry-pick which assets and liabilities they want to acquire from the target company. That being said, there are some liabilities that can follow the assets to the new buyer in an asset purchase even if not expressly assumed by the purchaser under such sale. The buyer can either purchase the assets through an existing company or can form a new business or subsidiary to purchase the assets. In addition, from a buyer’s perspective, the asset purchase is often more beneficial from a tax perspective because of a likely increase or “step-up” in basis of the purchased assets.
On the other hand, in a stock purchase, the buyer is purchasing the entire target company as it is then structured, including all of its assets and liabilities. This allows the buyer to take possession of all of the seller’s business, including contracts, permits, and non-transferable licenses. However, one of the primary disadvantages of a stock purchase is that the buyer assumes all liabilities of the target company, as well, such as possible contract disputes, product warranty disputes, product liability claims, employment-related lawsuits, environmental issues, and a multitude of other claims. A stock sale can possibly be more advantageous to a seller because of the possible capital gains rates received from the sale of the stock of the company.
These are just a few of the considerations to keep in mind when evaluating the best process for purchasing/selling a business. A knowledgeable Illinois business attorney can help you evaluate your options and pursue the acquisition/disposition method best suited to your business and your needs.
Comprehensive Legal Services for Business Purchase and Sale
The Chicagoland business law team at MacDonald, Lee & Senechalle provides thorough, professional advice and representation throughout all steps of an Illinois business purchase or sale. Our services include:
- Negotiating and drafting asset or stock purchase agreements
- Drafting confidentiality/non-disclosure agreements
- Ensuring securities law compliance
- Conducting due diligence on sellers or buyers
- Drafting non-compete agreements
- Drafting letters of intent
- Reviewing leases and lease assignments
- Negotiating agreements
- Drafting closing documents
- Structuring transactions
- Identifying and managing risks
- Drafting or resolving employment agreements
- Post-closing matters
Our Illinois business lawyers are ready to guide you through the business purchase or sale process, representing your interests and providing considered advice every step of the way. We’ll help you negotiate and draft appropriate documents, secure accurate valuations, conduct appropriate due diligence, limit liability and make sure your transaction goes through with minimal risk and maximum profit.
Call Our Chicagoland Business Lawyers Today for Advice and Assistance With Your Illinois Business Purchase or Sale
At MacDonald, Lee & Senechalle, Ltd. , we provide top-tier service to multi-million dollar companies, boutique startups, and everything in between. Our top priority is helping you accomplish your business goals in an efficient, effective, and comprehensive manner. Our business lawyers have more than a century of collective legal experience, and they will bring that experience to bear in pursuing your purchase or sale.
To learn more about how we can help with Illinois business purchases and sales, contact our business law firm today. At MacDonald, Lee & Senechalle, Ltd. , we value honesty and integrity and are committed to providing superior legal services to our clients.