Selling Your Business: Legal Counsel for Founders and Owners
Selling your business may be the most significant financial event of your career. The process involves complex negotiations, extensive documentation, and high-stakes decisions that affect your financial outcome, your employees, and your legacy. Foundry Law Group helps founders and business owners through the sale process with experienced legal counsel focused on maximizing your value and protecting your interests from preparation through closing.
Preparing Your Business for Sale
The best time to prepare for a sale is well before you receive an offer. Buyers scrutinize corporate records, contracts, IP ownership, employment agreements, and financial documentation during due diligence. Gaps or issues discovered during this process can reduce your valuation, delay closing, or derail the deal entirely.
Foundry Law Group helps you prepare by conducting a sell-side legal audit, organizing your data room, resolving outstanding legal issues, and making sure your corporate records are clean and complete. Proactive preparation positions you for the strongest possible outcome.
Deal Structure and Negotiation
How a sale is structured, whether asset purchase, stock purchase, or merger, has significant implications for taxes, liability, and the treatment of employees and contracts. The terms of the purchase agreement, including representations and warranties, indemnification provisions, and post-closing adjustments, determine your ongoing exposure after the deal closes.
Our attorneys negotiate deal terms with a focus on protecting your financial interests and limiting your post-closing risk. We confirm the purchase agreement accurately reflects the negotiated terms and addresses the practical realities of the transaction.
Closing and Post-Closing Obligations
The closing process involves extensive document preparation, final due diligence confirmations, and coordination among multiple parties including buyers, sellers, lenders, and escrow agents. After closing, there may be post-closing adjustment calculations, earn-out milestones, and ongoing indemnification obligations.
Foundry Law Group manages the closing process and advises on post-closing issues to make sure the transition is smooth. We review closing statements, manage escrow arrangements, and advise on any disputes that may arise after the deal is complete.
Frequently Asked Questions
Ideally, begin preparation one to two years before you plan to sell. This gives you time to resolve legal issues, strengthen your financial records, and improve the aspects of your business that buyers value most.
Representations and warranties are statements of fact made by the seller about the business. They allocate risk between buyer and seller. If a representation proves untrue, the seller may be liable for resulting damages.
Potentially, yes. Sellers often have post-closing obligations including indemnification for breaches of representations, earn-out performance requirements, transition service obligations, and non-compete restrictions.