Business Purchase Lawyers with Offices in Danbury, Southbury, and Westport

Helping You Navigate Purchases and Mergers in Fairfield County and Western Connecticut

Buying a business is rarely a straightforward process. The seller typically knows every nook and cranny of the enterprise that he or she has developed over the years. The buyer usually has only a limited period of time within which to investigate and evaluate every important aspect of the business. Thus, buyers and their financial and legal advisors must be vigilant in determining all the strengths and weaknesses of the business.

Having an outside legal advisor can help you spot and address potential issues with your purchase. When your livelihood depends on getting it right, you simply can’t afford anything less than diligent counsel. With over 40 years of experience, our team at Chipman Mazzucco Emerson LLC can help you evaluate a business purchase and make sure you are poised for success by the time the contract is finalized.

Call us at (203) 902-4882 or contact us online to speak with one of our business purchase lawyers. Our Fairfield County team is proud to help Connecticut business owners and entrepreneurs find success.

What You Need to Know Before Purchasing a Business

Buyers and their advisors usually want to know all they can about the businesses under consideration. Each business is unique and requires an investigation peculiar to its operations, but you should also know the answer to common questions including:

• Are all state corporate or LLC filings current?
• Are all corporate or LLC minutes and resolutions up to date?
• Does the company hold federal registrations for all trademarks and slogans used in promoting its goods or services?
• Does the company hold patents for any essential technology?
• Do clear, firm, assignable contracts exist with key suppliers and customers?
• Do clear, firm, assignable leases exist for all facilities used in the business?
• Have all tax returns been filed, and all taxes paid? Buyers will be liable for any sales taxes that the seller may have failed to pay unless they go through a special clearance process before closing.
• Do all financial statements comply with generally accepted accounting principles and fairly and accurately reflect the financial condition of the business?
• Do employment agreements induce key employees to remain and prohibit them from competing with the business or soliciting its customers?
• Do solid agreements bar all employees from disclosing confidential information?
• Are the employee handbook and related personnel policies complete and up to date?
• Have the company managers been authorized to make the decisions that they have?
• What is the reputation of the business among its community and client base?

We urge anyone looking to purchase a business to start with an internet search to track down any claims, unfavorable reviews, or other negative information. Review all financial information with care.

Understanding Your Purchase Agreement

When planning your business purchase, it’s important to ensure the deal is structured in a way that is advantageous to both parties. Here are some matters you must know the answer to.

Am I Buying A Company Or Its Assets?

A threshold question is how to structure the deal. Many factors come into play, but the purchase of a company, as opposed to the purchase of its assets, can have dramatically different consequences for the income tax and the liability aspects of the transaction. Tax and legal advisers are essential when buyers confront this issue.

Do I Want A Letter of Intent?

Letters of intent are time-savers for savvy parties—and traps for the unwary. Some can be construed as contracts that can bind the parties. Others are a completely nonbinding expression of terms on which the parties have tentatively agreed. Still others are a combination of binding and nonbinding provisions. Because the eventual contract will be based on the letter of intent, it is important to take every word of the letter of intent seriously.

What Does the Contract Require of the Seller?

Understanding the business is only part of the process. We also help clients to make certain that the contract of sale will, insofar as possible, obligate sellers to deliver the business in the condition that purchasers expect. Helping buyers to negotiate contracts that will protect their interests is a key step in the process.

Start Your Business Purchase with Trustworthy Legal Advice

At Chipman Mazzucco Emerson, we understand the complexities of purchasing and selling businesses. With decades of combined experience, our attorneys can help ensure you have a solid agreement that is fair and enforceable. As a firm that strives to stay on the cutting edge of business law, we will examine your situation from all angles to ensure the final agreement is in your best interests.

Buying a business can be both challenging and rewarding. To make sure you have the assistance and protection you need, reach out to our firm today. Our business lawyers are highly experienced and can handle even the most complex business law questions.

Find out how we can help you purchase a business by speaking with one of our lawyers. Call our Fairfield County and Western Connecticut attorneys at (203) 902-4882 or email one of our lawyers to get started.