The purchase and sale of a business is a complex transaction, whether you are the buyer or seller you should not undertake such transaction without an experienced lawyer representing your interest. For example, an important decision for a buyer is whether to purchase the business as an asset purchase or share purchase. In Florida, an asset purchase of the business is often the preferred method to acquire a business as it can limit the potential for unforeseen liabilities as the buyer does not generally assume the liabilities of the predecessor business but there are exceptions, i.e. taxes, etc. However, when there are important licenses that a buyer is seeking to acquire a share purchase may be the preferred method to acquire the business. As a seller of a business you also need to be concerned about vast array of issues including the representations and warranties to be made, if any, in connection with the sale of the business. Due diligence is essential in the purchase and sale of any business. We can assist you in retaining consultants and other experts in order properly investigate a business prior to acquiring it.
A merger occurs when two companies agree to combine into one company. Merger structures generally takes the following two forms: the first form is where one of the existing companies survives the merger and continues business going forward and the second form, is where both merging companies combine into a new entity and the formers companies cease to do business going forward. Due diligence and tax consequences of such merger transactions are paramount concerns and need to be carefully considered by the parties.
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The law firm of Russell Kerr, P.A. can provide answers to your questions you may have regarding the purchase and sale of a business or business matters.
