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We
are experienced
M&A
attorneys who can advise you on the
legal and
tax issues related to a management
buyout of a business. We can work with
the seller of a closely-held business
who is looking to retire or pass the
ownership and management of the company
to a new management and ownership group,
or as part of a
business succession plan. We can
also work with the management group
making an offer to buy-out the existing
ownership of the business. Our
attorneys have negotiated
and closed deals in
a variety of
industries including oilfield services,
manufacturing, healthcare,
technology,
electronics, plastics, among others.
SELLING A BUSINESS IN A MANAGEMENT
BUY-OUT
In many instances, an
appropriate buyer for a closely-held
business will be the executives and
management team that operates the
company on a day to day basis. Like the
owner, they will understand the business
and may have an emotional investment in
the company's continued success.
or sell the business to provide the
owners some liquidity. When considering
a management buy-out offer, an attorney
can help you with:
|
● |
The valuation and proper asking
price for your business |
|
● |
Conducting
due
diligence on the management
team making the offer to
evaluate their commitment to
close the deal and to ensure
that they have the financial
wherewithal to acquire your business |
|
● |
Negotiating and documenting the
terms of a proposed deal in a
term sheet or
letter of intent |
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● |
Negotiating and drafting definitive legal agreements,
such as a stock purchase
agreement or asset purchase
agreement |
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● |
Planning and structuring the
transaction to minimize your
tax
consequences |
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● |
Negotiating
and preparing any ongoing
independent contractor,
employment contract or
consulting agreement between you
and the company, or advise you
regarding the legal and tax
issues related to your
retirement or severance package |
MANAGEMENT BUY-OUTS BY FAMILY MEMBERS
As the owner of a business,
you may have spent years or decades
building your business. As a consequence
of the current economic downturn, you
may be facing the decisions about
whether and how to rebuild the business,
or determining an exit
strategy. If you are considering a
potential exit strategy, you might
consider passing the business to the next generation
as part of an
estate or
business succession plan. Currently,
many businesses are underperforming and
undervalued, which makes this a great
time to make a gift or sale of the
family business to a second generation
in order to minimize the impact of
estate taxes.
In some instances, it may be possible to
sell the ownership of a family business
to a trust for the benefit of your
children in a way that will avoid
capital gains to the seller and keep the
family business out of the seller's
taxable estate for purposes of federal
estate tax.
CONTACT US
To speak to an
attorney about
the legal issues related to a management
buy-out, please contact
us
here, or call
713.650.9700.
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