With over $100bn in deals under our belt, your business purchase is in expert hands.
BUY YOUR FIRST BUSINESS
The #1 First-Time Buyer M&A Law Firm.
Our clients are first-time buyers of SBA 7(a)-financed $1-15m businesses nationwide seeking to expand their portfolio and achieve financial freedom within the next 3-9 months.
FIRST-TIME BUYERS MAKE MILLION-DOLLAR MISTAKES WHEN THEY MAKE THEIR OWN LOI.
WE WILL PROTECT YOU FROM THOSE MISTAKES.
BOOK US AND WE WILL PREPARE YOUR LOI FOR FREE WITHIN 72 HOURS - GUARANTEED.*
*This offer is not limited to one LOI. This offer is subject to our terms and conditions.
Top 4 Mistakes that Cost Millions.
1. First-time buyers often forget to add important protections like the holdback, setoff, clawback, RWI, or appropriate indemnification.
2. They don't know what they don't know - and don't negotiate for correct commercial terms like including the inventory in the purchase price at the standard multiple.
3. In the excitement of putting in an offer, buyers always forget to plan for the exit. You need to negotiate for terms like a break-up fee that protects you if the seller backs out after you've spent thousands on your accountant and advisors.
4. Business acquisition is a tried and true process, it's not an art. First-time buyers who try to wing it and play expert end up frustrating sellers and losing money.
Read our Cover Article in Acquisition Aficionado Magazine on How We Amp Up Your LOI.
PART OF our portfolio of first-time buyer acquisitions
Market-Leading Expertise.
Joe Prencipe
MANAGING PARTNER
"With world-class expert guidance, purchasing a business is a calm and clear process; there without, it is a mis-step that exposes you to a panoply of risk."
MY EXPERIENCE
Mr. Prencipe began his career at the leader of the Magic Circle of international law firms in the world, and the #1 international law firm in the world in M&A, Freshfields Bruckhaus Deringer LLP. He also worked at the #4 largest law firm in the world by revenue, Baker McKenzie LLP, and clerked at the U.S. Securities and Exchange Commission.
Internationally top-ranked advisory expertise.
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What Does a Business Acquisition Lawyer Do For Me?
Buying a business is not like buying a car or a house. It’s the most complex and value-accretive transaction that a person can undertake in his or her entire lifetime, converting $200k down into $1m profit in the first year.
It surprises many business buyers to learn that the acquisition process involves various specialized legal complexities that can make or break them.
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.
Week 1
1. Intake call with client to review deal.
2. Draft, submit, and negotiate the LOI.
3. Schedule legal kick-off call with seller’s counsel to get aligned on tasks and timing expectations.
4. Draft and submit the legal due diligence requests.
Weeks 2-3
5. Structure the transaction (tax, form, state, etc).
6. Review relevant state and federal laws for licenses, permits, and regulatory compliance.
7. Draft the purchase agreement and ancillaries.
8. Ongoing transaction management.
Weeks 4-6
9. Review the due diligence responses; prepare foll0w-up due diligence Q&A.
10. Negotiate the purchase agreement and ancillaries – often 2-6 revision cycles.
11. Conduct lien and litigation background searches on the seller(s) and the target.
Weeks 7-8
12. Close out due diligence. Submit short-form due diligence red flag report to the client highlighting material legal issues.
13. Lead lender communications and managing lender’s closing checklist.
14. Prepare closing documents needed for lender’s closing checklist.
15. Arrange escrow for holdback and disbursement; review/revise escrow agreement.
16. Prepare closing statement.
Weeks 9-12
17. Review execution drafts, arrange e-signing.
18. Liaise with bank and seller for signing.
19. Closing.
20. Prepare closing book.
21. File post-closing local, municipal, state, and/or federal filings or notices required as part of the transaction or change of ownership.
Our transactions are in the headlines.
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Our expertise is broad and deep.
- Mergers & Acquisitions
- Dispute Resolution
- Litigation
- Arbitration
- Entity Formation
- Transaction Structuring
- Corporations
- LLCs
- Partnerships
- Holding Companies
- Offshore HoldCos
- Founder Stock Structuring
- Corporate Governance
- Corporate Documentation
- Employee Benefits & ERISA
- Stock Option Plans
- Business Transactions
- Commercial Agreements
- SaaS Agreements
- Supply Agreements
- Licensing Agreements
- IP Agreements
- Tender Offers
- Roll-ups
- Seller Financing
- SBA Financing
- Startup Financing
- Venture Capital
- Equity Preferred Financing
- Venture Debt
- Convertible Notes
- Warrants
- Loans
- Mezzanine Financing
- Structured Financing
- SEC & Blue Sky Filings