The Purchase and Sale of a Business

This program examines the purchase and sale of a business. As the end game of any transaction is the contract, the program opens with a brief discussion on contract preparation. It then examines the four stages of the acquisition of a business: first, pre-contract considerations attendant to the three types of acquisition: asset purchase, stock purchase, and merger; second, pre-acquisition-agreement documents including letters of intent, term sheets and confidentiality agreements; third, the acquisition agreement itself, including, among other concerns, warranties and indemnities; and finally, related documents and concerns including shareholder arrangements, employment contracts and opinion letters. The program also addresses two anomalous New York statutes that bear on the acquisition of a privately-held corporation or an LLC that does business in New York.

Learning Objectives: 

1. Review the basics of contract preparation
2. Understand the three types of acquisition of a business
3. Examine the steps involved in the purchase and sale of a business