Purchasing, Selling or Merging With a Business
If you are buying or selling a business, contact the DuPage County mergers and acquisitions attorneys at Esp, Kreuzer, Cores & McLaughlin, LLP. We can facilitate the merger with or acquisition of corporations and other business entities, joint ventures, spin-offs and leveraged buyouts. We represent business owners, professionals, financial institutions, hospitals, service providers and manufacturers.
As your attorneys, we strive to reduce your exposure to risk while maximizing the value of your interest. We can draft initial proposals, bid packages, letters of intent, buy-sell agreements, and master and ancillary transaction documents. We will also help you consider the financing, whether it is an all-share deal, a cash buyout, asset or stock purchase, life insurance trust or installment plan.
One of the decisions you must make is whether to purchase stocks, assets or business shares. Purchasing the assets requires setting up a new entity and a shareholder agreement, but does not mean acquiring the company's liability. Purchasing only the stock does not require a new entity, but will mean inheriting the company's liability. If necessary, the buying company can purchase existing shareholder stock via stock redemption.
Our attorneys will discuss the tax consequences of each of these options, as well as the risks and benefits of goodwill versus inventory. The goodwill, or intangible assets, of a business may be valued very differently than the business' tangible inventory. It is important to get an accurate value of each before acquiring a business.
The buying company in a merger or acquisition may need to lease or purchase existing real estate and/or equipment from the selling company. We can draft or review leases and other contracts with your best interests in mind.
Another important aspect of acquiring a company is deciding how to combine employees and management. We can draft or negotiate employment agreements as you blend management or corporate cultures.
Please call us at 630-871-1002 to schedule an appointment with our business lawyers. You may also contact us online. We have offices in Chicago, Wheaton and Oswego.
