Business Sale & Acquisition Attorney Pittsburgh, PA

Selling or buying a business is likely one of the biggest transactions you or your company will ever undertake—one that involves a complex legal process best left to a seasoned professional. Contact Gusty A.E. Sunseri & Associates, P.C. today for a free initial case review with a business sales and acquisition attorney serving the Pittsburgh area. We look forward to discussing the proposed transaction and learning how we can help you seek a fair and favorable deal.

Why Choose a Business Law Attorney from Gusty A.E. Sunseri & Associates, P.C.?

Are you thinking about selling or buying a business? If so, an experienced legal counsel can help you protect your interests and the fruits of your hard work. Get assistance from a business law attorney with Gusty A.E. Sunseri & Associates, P.C., because:

• We have over 40 years of experience representing clients with diligent support and dedicated advocacy along with over $100 million done in business sales and acquisitions. Our firm will stand by your side from beginning to end during the purchase and sale of a business, including through closing, to help you address post-transaction issues.
• Our firm combines the benefits of large and small law firms. We offer the knowledge and experience of a big law firm with the personal attention and customer service that only a small firm can offer.
• Our legal team has established roots in the Pittsburgh region, giving us extensive knowledge and insights into the local economy and business culture, which informs our advice and advocacy for clients during the purchase and sale of a business.

The Purchase and Sale Process for Businesses

Buying or selling a business involves several stages. Hiring an attorney as early as possible can make the process more efficient and less stressful and reduce the risk of errors that could jeopardize your interest. Steps in the purchase and sale process for a business include:

Initial Negotiations

The purchase and sale process begins when parties identify a potential transaction and begin initial negotiations to develop the framework for a deal. Initial talks may lead to the parties executing a letter of intent or memorandum of understanding that documents the primary term deals, such as the purchase price and the structuring of the transaction (e.g., an asset purchase or buying a company’s equity). The parties may also reach other agreements during initial negotiations, such as a non-disclosure/confidentiality agreement to protect any confidential or proprietary information disclosed during the purchase and sale process or an exclusivity agreement that temporarily precludes a seller from negotiating a sale with other parties.

Due Diligence

During and after initial negotiations for the purchase and sale of a business, the parties will undertake due diligence. In due diligence, parties may exchange financial, operational, and legal information or documentation to verify facts and help decide whether to proceed with the transaction. Due diligence allows parties to confirm the veracity of each other’s verbal or written representations. In most cases, the buyer will request due diligence information from the seller to verify the seller’s financial status, the viability of their products and services, and the lack of potential legal risks. Parties may exchange confidential and proprietary information such as financial statements/projections, customer lists, marketing plans, pricing data, R&D plans, or trade secrets.

Drafting Definitive Agreements

After the parties have satisfied themselves with the suitability or viability of the proposed transaction through due diligence, they will begin negotiating and drafting the definitive agreements governing the purchase and sale transaction. These agreements may include:

• The purchase and sale agreement
• IP assignment agreements
• Stock/membership interest purchase agreements
• Real estate purchase and sale agreements
• Restrictive covenant agreements

Definitive deal documents will include all terms governing the deal and the parties’ relationship after closing, such as:

• The subject of the transaction, such as equity in the seller’s business or the business’s assets
• The purchase price and the form(s) of consideration (e.g., cash, stock, earn out payments, etc.)
• Payment terms
• Representations and warranties
• Restrictive covenants, such as non-disclosure, non-solicitation, or non-compete agreements
• Liability and indemnification clauses
• Closing conditions
• Dispute resolution provisions, such as mandatory mediation or arbitration or choice of law/forum clauses

Closing

Closing consummates the transaction and transfers ownership of the business to the buyer. Parties may have conditions they must meet before closing, such as securing financing for the purchase or obtaining regulatory or shareholder/partner approval for the deal. Once the parties have met closing conditions, they may meet to execute any additional agreements required to facilitate the transaction and transfer ownership from the seller to the buyer.

Post-Closing Matters

Depending on the terms of the parties’ deal, the business sale process may continue after closing. For example, parties may negotiate for part of the purchase price to take the form of earn out payments, with the seller(s) entitled to further compensation if the acquired business achieves specific milestones or hits financial or operational performance targets. A purchase and sale agreement may also include risk allocation and indemnification provisions, allowing one party to seek monetary compensation from the other for liabilities allocated to that other party. Finally, parties may pursue a legal dispute involving claims of fraud, misrepresentation, or breach of representations and warranties if one party feels they did not receive what they bargained for.

How Can a Lawyer Help You Sell or Buy a Business?

An experienced business attorney from Gusty A.E. Sunseri & Associates, P.C., can help make the purchase and sale of a business less stressful and more productive for you and your company by:

• Discussing your objectives, needs, and goals to provide tailored advice and solutions
• Walking you through your options at each stage of the process
• Helping you determine a deal structure based on your circumstances, preferences, and objectives
• Negotiating on your behalf during the initial stages to reach a favorable deal in principle
• Handling all aspects of due diligence, including requesting or responding to requests for documents/information and reviewing due diligence responses to provide you with the information you need to decide whether to move forward with the deal
• Negotiating, drafting, and reviewing finalized agreements to protect your interests
• Guiding you through the closing process and helping you resolve post-closing matters 

Contact Our Firm Today to Learn More About Our Legal Services

If you’re considering buying or selling a business, you need experienced, dedicated legal counsel throughout the transaction process. Contact Gusty A.E. Sunseri & Associates, P.C. today for a free initial consultation with a business law attorney to learn how we can help you purchase or sell a business.