Establish Structuring. What is the optimal tax structure for your acquisition? Do you do a stock or asset purchase? Do you do a 338(h)(10) election, 336(e) election, or F-Reorg? What’s the PPA? Is the target’s S-Corp status violated? Is the 60 month rule at issue? Is the working capital, WIP, and inventory being managed properly? Buying real property or leasing? Do you have a family trust structure that needs to be integrated into the acquisition structure? Do the terms satisfy the SBA’s requirements?

Draft Transaction Documentation. Draft and negotiate the purchase agreement, promissory note, board and shareholder consents, assignment & assumption agreement, bill of sale, transition services agreement, consulting/employment agreements, and non-compete agreements. Review, revise, and negotiate lender and equity purchase documents, lease assignments, lease assumptions, disclosure schedules, etc.

Perform Legal Due Diligence. Prepare the legal due diligence request list customized for the target. Run lien and litigation search on the seller(s) and target(s).

Manage Escrow. Arrange and manage escrow for escrow holdback and closing disbursement; prepare and negotiate escrow agreements.

Closing Attorney. Act as closing attorney, prepare the closing statement, prepare the closing book, manage the closing checklist for timely closing, conduct post-closing tasks.