Another important preparatory step is for a potential buyer to sign a confidentiality agreement (NDA). In order for a potential buyer to make a fully informed decision about the value of a business and its prospects, the seller must disclose a considerable amount of confidential information about the company. Among this information is that a clear example of where exceptions to the general rule against inheritance liability would apply is for a business entity to transfer its assets to a newly incorporated entity owned by the same shareholders/members, hire the same employees in the same positions and leave the commitments in the original unit. Not all situations are so clear and, with each case determined on the basis of the specific facts and circumstances, litigation over either exception is usually lengthy and quite costly. 9. Obligations of the seller after the conclusion or obligations of the buyer that persist after the sale of the business. As mentioned above, there may be cases when you want the seller to continue to provide consulting services to the business after the sale of the business. Perhaps you have decided to enter into the agreement before all non-binding consents are obtained or before the applicable taxpayers are prepared and submitted. All post-conclusion obligations that are to be recorded in the share purchase agreement or in the asset sale agreement should be included in the Term Sheet.
1. The names and contact details of all parties involved in the purchase transaction – buyers, sellers, buyer`s corporate lawyer, seller`s company lawyer, names of all brokers involved in the transaction and names of financial advisors and/or accountants. If one of the parties is not a person, you should have the complete legal information of the legal person (including the state of birth, name and contact details of the director, etc.). The main factor in this analysis is whether the seller has retained control of the assets from which creditors wish to recover. It can trick the seller into looking for other buyers of the small business; And let`s start with some good news. In New York, the general rule is that a buyer of assets of a business is not liable for the seller`s commitments and obligations, except for those explicitly identified as acquired by the buyer in the contract for the sale of assets.  Our business lawyer at Braverman Law PC can also assist with other matters related to the purchase and sale of a owned business, including: from a legal perspective, the sale of shares is very different from a sale of assets. In the case of a share sale transaction, you buy all the shares of the company, so that the assets, liabilities, good-shares, contracts, intellectual property, real estate of the company remain in the hands of the company (provided that there are no prohibitions or conditions of transfer in any of the documents related to them). When buying shares, you buy the “Lock, Stock and Barrel” unit. It also means that you can also buy the company`s headaches (like complaints and other contractual obligations).
So, if you buy the company`s shares, you and your corporate attorney need to perform intensive diligence on the company`s history, contracts, newspapers, financial reports, and records. . . .