Business Transaction Attorney in Nashville
Business transactions require time, effort, and no small amount of faith. In some cases, the success of your business depends on them. Understanding the specifics of business transactions and how a lawyer can help you through them is essential to making any informed business decision.
Asset and Share Purchase and Sale Agreements
If you’ve decided to purchase a business, the next step in securing it is determining whether to buy the assets of the company or the shares. An asset purchase refers to the acquisition of the company’s total assets, including all facilities, vehicles, and inventory. A share purchase, by contrast, involves the purchase of only the company’s stock.
How Will The Business Structure Affect My Decision?
If you’re in the market to buy a sole proprietorship, partnership, or limited liability company (LLC), you won’t be able to engage in a share sale. By their very nature, these companies don’t own stock. If you’re looking to buy an S-corp or a corporation, however, you have to decide on a stock or asset purchase.
What Are the Advantages of an Asset Purchase or Sale?
In an asset purchase, the buyer can specify which of the company’s liabilities it’s willing to acquire, discarding the other ones. In a stock purchase, by contrast, the company you’re purchasing may have unknown liabilities. Additionally, if you choose an asset purchase, you can easily avoid difficulties with minor shareholders who are unwilling to liquidate their stock.
What are the Advantages of a Stock Purchase or Sale?
In some cases, electing to buy or sell a company as a stock transaction makes the most sense. Stock transactions can be advantageous because they don’t require the company’s assets to be retitled to a buyer. Additionally, stock purchases qualify as a tax-free action, while asset purchases do not.
Mergers and Acquisitions
Our business law attorneys are well-equipped to handle your merger and acquisition needs. Deciding which is best for you will depend on your unique business needs and the amount of funds you have on hand.
A merger is defined as the process by which two different companies come together under a new company umbrella. It’s also known as a consolidation because the two companies give up their independence to become a different entity.
Acquisition, by contrast, is an event in which one company acquires all of the assets of another business entity. Some call it a takeover since the company who retains the assets generally keeps their own name.
Both the Federal Trade Commission and Securities and Exchange Commission take active roles in making sure the merger or acquisition complies with state and federal statutes. The FTC takes steps to ensure compliance with antitrust and competition laws. Each transaction must assure that a single entity doesn’t control too much of an overall market share. The SEC makes certain that the transaction is not the result of illegal activities, like insider trading or intentionally devalued stock.
How Can A Law Firm Help Me Achieve My Business Transaction?
Retaining the services of an experienced law firm is essential to the success of your business transaction. If purchasing or selling your company, an attorney will review your contract to make sure you’re getting what you expect. In a merger or acquisition transaction, we’ll make sure you remain compliant with all applicable regulations, so you won’t face penalties from the SEC or FTC.
If you have any questions about our business transaction services, please contact us. We offer a free initial consultation, during which we will learn about your unique business situation and advise you of the most appropriate steps. For further assistance, get in touch with us today.