Legal Ins and Outs of Purchasing a Business

Tuesday, September 15, 2020

Jo Ann Koontz and Jackie Durham (Koontz & Associates, LP) outline the legal aspects of buying a business. The purchase of a business is an exciting moment, however the complexities of contract agreements can result in costly oversight if not sorted from the beginning. Jo Ann and Jackie describe many of the complexities you will inevitably encounter when purchasing or selling a business.

1:18 Flow of purchasing a business: Acquiring assets, business name or purchasing stock of business.

6:03 Should I use an agent or not?

9:17 The purchase agreement

12:58 Deposit of purchase details

16:42 Finance provisions of an agreement

17:47 Description of assets accuracy

21:12 Indemnification clause

22:03 Familiarization clause: How long will selling stay with business after sale and what do are their obligations?

25:56 Escrow power.

26:33 Assignment and assumption of equipment and commercial real estate leases

28:36 Franchise agreements.

29:54 General representation of warranties

32:58 Due diligence period after going under contract

38:25 Judgement and lean search

40:31 Search of pending actions

41:30 Certificate of compliance

43:03 Importance of having an attorney when buying a business

44:21 Before signing a contract, have a conversation with lawyer

45:24 Importance of having a team before buying your business. You will need a CPA and a lawyer.

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