Attorneys generally specialize in a number of the common practice areas, such as estate planning, family law, real estate, personal injury, bankruptcy, criminal defense, and business law. While there are areas of overlap within the business law discipline, two types of lawyers are traditionally recognized – “litigation” lawyers, handing business lawsuits and “transaction” lawyers who specialize in contracts, business formations, and corporate matters.
While not an automatic qualification, choosing a lawyer in the ‘business law’ category is the first step in qualifying the attorney as a resource. This selection process is further narrowed by determining which business attorney has an expertise in business acquisition and sale transactions relative to the value, type, and size of the targeted business. This attorney will be an invaluable resource to receive guidance and advice on the legal ramifications and risks specific to the particular business. An experienced lawyer will be able to easily identify transaction irregularities in addition to advising on how to mitigate or eliminate the risk of litigation after the transaction is completed. Other focus areas should include selecting counsel who has an expertise in the review, administration, and drafting of all transaction documents (non-disclosure documents, definitive purchase agreements, promissory notes, and consulting/employment agreements) in addition to the skills and capabilities to complete the (legal) due diligence and closing.
The acquisition and sales process for a business that is publicly traded is considerably different than a private business sold as an ‘asset’ sale. Finally, the legal and regulatory atmosphere varies significantly for each industry and therefore it would be extremely beneficial to retain an attorney who is experienced in the area the business operates with the necessary capabilities to effectively navigate this environment. Regardless of the size of transaction, business buyers and sellers are advised to obtain the appropriate legal representation early in the process. The expense for this counsel is reasonable compared to the cost of a collapsed deal or the exposure to unnecessary liability and litigation.