Attorney members of the Business & Commercial Enterprise Group (“BCEG”) frequently participate in the negotiation of terms and closing of the purchase and sale of business interests, including limited liability company membership units, shares of corporate stock, and partnership interests.
Our commercial real estate lawyers customarily prepare purchase and sale agreements and related documentation associated therewith. Attorneys can manage or participate in all aspects of due diligence and analysis activities including good standing and active status verification, environmental assessments, and conducting judgment and lien and security agreement searches to assure accurate disclosure and identification of potential encumbrances.
Attorneys serve as liaison with the client’s financial and tax advisors. BCEG commercial real estate lawyers frequently function as closing agent in such transactions and in so doing examine current operating agreements, shareholder and partnership agreements, and corporate by-laws.
Attorneys prepare transfer documentation, written resolutions and written actions, commercial leases, assignment of existing leases, subordination and attornment agreements, assignment of vendor service agreements, employment and non competition agreements, post-closing agreements and settlement statements. Attorney services also include obtaining the necessary membership and shareholder approval for an anticipated transfer, and assistance in the preparation of pledge documentation in transactions that involve seller or lender financing.