We all learned it in first grade—write down the details of your homework assignment so you can follow the instructions and turn it in on time. For a business acquisition attorney like me, this basic bit of advice still holds true. In fact, a successful acquisition depends on the completion of a series of steps that, if left incomplete, could lead you into legal and financial trouble in the future.
Do you know the legal steps that are necessary to complete your business acquisition?
While you think about your answer to that questions for a minute, let me tell you why a business attorney is a must if you plan to buy (or sell) a business.
Why a Business Acquisition Attorney Is a Must
The business acquisition closing process requires a lot of paperwork. Certified organizational documents, certificates of good standing of the target company, and many other documents and action items that the buyer and seller need to prepare and complete—it’s easy to become overwhelmed by the documents and submission dates. The acquisition agreement, written by your business acquisition attorney, should contain all of these details, but even if you have the document in hand, legal jargon is often difficult to parse.
A well-conceived checklist will indicate the parties responsible for drafting each document and each action item in chronological order of their due dates, whether they are being delivered to a third party or filed with a government agency. While each checklist depends on the specifics of its acquisition case, a general checklist can help ensure that nothing is left out.
My Checklist
- Documents that need to be drafted and/or executed.
- Third party, board and stockholder approvals that need to be obtained.
- Certified documents that need to be obtained from the government.
- Searches of government databases and records required that need to be obtained.
- Officers’ certificates to be drafted and/or executed.
- Legal opinions that need to be drafted and executed.
- Required filings with governmental agencies.
- Trademarks, domain names, and copyright registrations.
- Inventory lists of key assets;
- Evidence of termination, release, or amendment of liens.
- Key or material supplier, client, or vendor agreements.
- Key officers or personnel employment agreements or material employment agreements.
- Bills of sale of personal property or warranty deeds of real property in favor of seller for each item identified as property of the seller.
- Assignment and assumption agreements;
- Closing deliverables, including acquisition consideration, stock certificates, and executed signature pages.
As you can see, acquisitions require a lot of thorough preparation. If you go into a sale not knowing what to expect, you might get more than you’ve bargained for. Leaving any of these steps unfinished could jeopardize the acquisition.
I’ve done my homework. Now it’s time for you to do yours. Want to learn more? Click here to get in touch with me, or call my office at 305-858-4512 to set up an appointment with a business acquisition attorney today.