Search Site
Menu
What’s Good for the Goose…

Part 1 – The Pros and Cons of components of a business purchase and sale from the Buyer’s and Seller’s perspective.

We have all heard the old adage “What’s good for the goose is good for the gander.”  While this is true in many life situations, this wise saying is often times not applicable in the areas of mergers and acquisitions.  A more accurate adage when it comes to buyers and sellers of a business would often be be. “What’s good for the Buyer is bad for the Seller… and vice versa”  Through the next several monthly blogs, we will be breaking down several key components of a purchase and sale of a business to analyze the pros and cons of these components from both the Buyer’s and Seller’s side.  The areas that we will analyze include:

  • Type of Transaction Structure – Which is better for Buyer or Seller, a stock (or membership interest) purchase v. asset purchase?
  • Payment of Purchase Price
    • When to use Seller financing and who it typically benefits.
    • How to use hold-back and claw-back provisions in an asset or stock purchase.
    • Using earn out provisions in a sale and how that impacts the purchase price.
    • Using set-offs against a promissory note or hold-back amount to protect Buyers.
  • Conditions Precedent – When to require that items be completed prior to closing v. when to permit post closing matters.
  • Purchase Representations and Warranties – Which reps and warrants are pro-Buyer v. which are pro-Seller
  • Transition Periods – Utilizing the Seller to assist in the transition of the Buyer into the new business
  • Ancillary Agreements to a Purchase and Sale Agreement – utilizing ancillary documents in a stock or asset sale including:
    • Consulting Agreement
    • Non-Compete Agreement
    • Bill of Sale and Assignment Agreement
    • Lease Assignment Agreement
    • Assignment of Trademark, Trade Name, Entity Name, and Termination of Assumed Names.

As we analyze the above topics over the next several months both Buyers and Sellers of businesses will be able to see how various components of a stock or asset sale can significantly impact their position in the transaction and how, with the right legal guidance and counsel, these provisions and documents can be used to improve or strengthen you negotiating power in the transaction.

Eric R. Thiergood, Sr.

Phone: 281-367-1222

Fax: 281-210-1361

[email protected]

Leave a Reply

Your email address will not be published. Required fields are marked *

Contact a Dedicated Texas Business Lawyer To Schedule a Consultation
Call 281-367-1222 or contact us online to schedule a meeting.

Strong In Action

  • Spring 2019

    The Strong Firm represents borrower in $42.3 million HUD construction loan for multifamily real estate development in Walton County, Florida.

    Read More
  • Spring 2019

    The Strong Firm acts as legal counsel for borrower in $32.1 million HUD construction loan for multifamily real estate development in Conroe, Texas.

    Read More
  • Spring 2019

    The Strong Firm aids borrower in $31.7 million HUD construction loan for multifamily real estate development in Nueces County, Texas.

    Read More
  • Spring 2019

    The Strong Firm represents borrower in the refinancing of a $3.57 million commercial mortgage-backed security for a commercial office facility in Montgomery County, Texas.

    Read More
  1. 1
  2. 2
  3. 3
  4. 4
  5. 5
  • Peer Rated 2019 Award

Recent Blog Posts

Wait… Lawyers Do That?

Since the founding of the Strong Firm P.C. in 2004, we have prided ourselves on not only providing excellent legal services, but also playing a large role in our community. Every year I have the opportunity to speak to area students from first grade through college grad students on legal-related
Read More
Wait… Lawyers Do That?

Part II – Probate: Identify the Most Efficient Probate Proceeding – Muniment of Title

Texas law provides several options to transfer ownership of a deceased person’s (usually called a “decedent”) property. We previously discussed the difference between a dependent and an independent administration. The dependent and independent administrations are used when the deceased person’s estate exceeds some minimal thresholds for size or complexity, such
Read More
Part II – Probate: Identify the Most Efficient Probate Proceeding – Muniment of Title

But You are My Attorney, not My Dentist…

Preventive maintenance for your entity from a legal perspective   “An ounce of prevention is worth a pound of cure.” 'De Legibus' (c. 1240) by English Jurist Henry De Bracton   Potential Client:       “I have owned a limited liability company for several years. I haven’t had any issues, but someone is interested in investing
Read More
But You are My Attorney, not My Dentist…

Don’t Fall for This Chinese Trademark Scam

Don’t Fall for This Chinese Trademark Scam A trademark is any word, name or symbol used to identify and distinguish goods and services. For business owners, trademarks provide an easy way to build customer loyalty and communicate the quality and source of goods and services. Businesses often spend a great deal
Read More
Don’t Fall for This Chinese Trademark Scam
  • Video Vault


    Watch videos done by our legal team to gain a better understanding of your legal needs. Our lawyers give video insight into areas such as Real Estate, Business Law, Mergers & Acquisitions and much more.

Pay Retainer Online

Use our easy-to-use and secure online payment feature.
We accept all major credit cards.

Pay Your Retainer

Contact us

Quick Contact Form