Whether buying or selling a business or merging with another entity, working with an experienced business transaction attorney is essential. That’s where Ryan G. Cole Law, PLLC comes in. We are a business and commercial law firm representing clients in the Dallas-Fort Worth area and have unparalleled experience negotiating business transactions.
Our firm advises small and midsize businesses on stock sales, asset sales, and mergers and will work with you to structure the intended transaction, negotiate the terms, and help you achieve your objectives. Contact our office today to schedule your initial consultation.
Buying a Business in the Dallas-Fort Worth Area
Buying an established business is a straight path to entering the marketplace and an ideal way to expand an existing business. Buying a business offers several advantages, including:
- Existing assets/income
- Established goodwill
- Existing clients/customers
- Experienced employees
At the same time, buying a business is a complex transaction that depends on conducting thorough due diligence, arranging for financing, and mitigating risk. Working with an experienced Dallas business transactions attorney is the best way to protect your interests and achieve your goals.
Structuring a Business Acquisition
Generally, there are three primary ways to buy a closely held business:
- Stock purchase
- Asset purchase
- Merger
Stock Purchase
In a stock purchase transaction, the owner sells stock to a buyer who acquires the assets and liabilities. A stock purchase can be a better option than an asset purchase or merger because there is no need to establish a new company. On the other hand, the buyer must balance the risk of assuming the liabilities with the potential benefits, namely acquiring cash reserves. While the seller can indemnify the buyer against certain liabilities, the buyer must consider other potential liabilities and how to mitigate risk.
Asset Purchase
In this arrangement, the seller transfers some or all of the business assets to the buyer. The main benefit of an asset purchase is that the parties specify which assets (and liabilities, if any) are included in the deal so that the buyer does not become burdened with unwanted or unanticipated liabilities. Closing an asset purchase involves more legal legwork than a stock purchase because the assets must be identified and retitled. Let our experienced business transaction attorney handle all the details and prepare the necessary documentation (e.g. bills of sale, vehicle transfers, real property deeds, and lease assignments).
Merger
As the name implies, a merger involves two companies forming a new entity (the surviving company). Once the transaction closes, the surviving company typically owns the target company entirely. A merger is more complex than a stock or asset purchase and involves complicated tax rules, so having an experienced business transaction attorney on your team is a wise choice.
Selling a Business
After years of dedication, selling your business is a significant financial decision and lifestyle transition. Working with a business-savvy attorney is the best way to ensure an accurate valuation and a favorable return on your investment. At Ryan G. Cole Law, PLLC, we can help negotiate the deal terms, negotiate the purchase and sales agreement, and prepare related transaction documents, such as:
- Letter of Intent
- Opinion of counsel
- Promissory note
- Escrow agreement
- Nondisclosure/non-compete agreements
- Corporate resolutions
- Operating agreement
- Shareholder agreement
- Amended corporate bylaws
- Security and stock pledge agreements
- Employment contracts
Once the parties sign a Letter of Intent, the buyer is entitled to conduct due diligence, so your books and records must be in order. Trust our attorneys to help prepare your financials to ensure their accuracy.
By collaborating with financial, accounting, and tax professionals, we will help you navigate every phase of the intended transaction, ensure the terms are favorable and negotiate a fair price. You can depend on us to protect your interests and maximize the value of your business.
Advising Dallas-Fort Worth Businesses on Mergers and Acquisitions
Ryan G. Cole Law, PLLC represents clients on all aspects of mergers and acquisitions: structuring transactions, arranging for financing, conducting due diligence, and coordinating transaction closings. We are well-versed in a variety of structured transactions, including:
- Stock purchases
- Cash transactions
- Buyouts
- Secured financings
- Restructurings
- Spinoffs
- Divestitures
- Tender offers
We have extensive experience negotiating and preparing transaction documents (e.g., asset purchase agreements, stock purchase agreements, and merger agreements). Our business transactions attorneys will work to ensure the deal terms support the mutual objectives of all parties.
In addition, we advise clients on antitrust concerns, intellectual property rights, and corporate governance, and conduct comprehensive due diligence investigations. When you partner with us, our honest advice and objective insights will enable you to grow your business through a merger and acquisition.
Contact Our Experienced Dallas-Fort-Worth Business Transactions Attorney
We have a well-earned reputation as dedicated advocates who help business owners engage in successful transactions. We offer trustworthy advice, objective insights, and cost-effective service. Contact our office today to get started.
Ryan G. Cole Law PLLC advises clients on business transactions throughout the Dallas-Fort Worth area, including McKinney, Collin County, Dallas County, Denton County, and Tarrant County.