Buying and Selling Businesses

Frank N. Lago, Esq. and BACC have helped clients purchase and sell millions of dollars in businesses in Tampa, Florida and beyond. BACC can help buyers and sellers in any state or country. BACC has assisted on a variety of deals including large and small dollar amounts, all cash and financed, stock and asset deals. BACC has seen it all and helped its clients mitigate risk in the transaction, but most importantly helped get the deal done right, specifically focused on the client’s needs. Buying/selling a business is a huge decision and having BACC on your team can help with your due diligence and decision-making process. Samples of what BACC can do for you are i) drafting letters of intent to begin the due diligence process, ii) drafting deal documents including purchase agreements, non-complete agreements and finance agreements and iii) closing the deal by exchanging documents and money in a safe and secure manner.

Generally speaking most deals start with a letter of intent (“LOI”) or memorandum of understanding (“MOU”), where the parties set out the purchase price, how due diligence will work, how the parties will work together, how to proceed to closing or terminating the agreement, exclusivity, and a timeline for closing.

Once the LOI/MOU is complete, the deal usually proceeds to due diligence, where the Buyer gets to look under the hood and see what’s really going on in the business. This includes looking at financials, tax data, employment data, sales, income, etc., enough so that the Buyer is comfortable completing the deal. Sometimes, the deal proceeds from LOI/MOU stage to an Asset Purchase Agreement (“APA”) or Stock Purchase Agreement (“SPA”) between the parties which provides for the due diligence period and how to proceed to closing.

Either the deal proceeds from LOI/MOU -> APA -> Closing or it proceeds from LOI/MOU -> Due Diligence -> Closing.

Closings usually takes place in either the attorney’s office, for BACC that would be in Tampa, Florida or virtually. At Closing, you will sign several agreements, which may include, but not limited to: APA/SPA, as applicable, Bill of Sale, Stock Transfer Power, intellectual/intangible property assignment, further assurances agreement, non-competition agreement and a consulting agreement. The Buyer usually wires the funds for closing just prior to the date of closing and on the closing date, the parties exchange signed documents, ink or electric, and the funds are transferred to the Seller.

This post makes it look deceptively easy however, I assure you, it’s best to have an attorney on your side to review or draft the documents for you or at the very least employ an attorney to act as a “neutral closer.” A neutral closer provides the basic documents necessary to transfer the assets or the stock to the buyer. While they do NOT represent either party, at the very least you receive the documents which memorialized the transaction. Proceeding without such documentation can be hazardous.

Contact BACC today to discuss your legal needs. We’ve got your BACC.

Client Reviews
Mr. Frank Lago provided legal counsel services for me to help review advisory agreements and in the creation release forms. Frank clearly explained any areas that I did not understand and provided excellent service. It was a pleasure to work with him and I look forward to engaging with him in the future. R. J.
My business partner and I are new small business owners. Legal aspects of business can be daunting, but from the first time we spoke to Frank, we knew that he not only was incredibly knowledgeable and professional, but also had our best interest in mind. We have been working with Frank for over a year and we could not be any more pleased with his level of expertise, his timeliness, his overall demeanor, and his ability to answer and clarify all of our questions and take care of all of our business needs. Frank is approachable, dedicated and most of all authentic. C.H.
Frank is very professional and thorough! Great experience and highly recommend him. D.S.
Having a strong and competent lawyer makes all the difference when you own a small business. Frank has negotiated several contracts for us and has always been thorough and respectful to the unique needs of our operation. M.D.
Working with Frank was great. He was very thorough and detail oriented. He was able to take care of everything in a timely and professional manner. I highly recommend him. B.R.