Page 9 - NBIZ Magazine April 2024

Most business owners intuitively know they need • Assistance with preparing the company for due
to involve their accountant when considering a sale of diligence and sale, including reviewing company legal
the company. Just make sure to contact the accountant and operating documents, contracts and agreements
as soon as possible, and verify they are experienced in such as leases, customer contracts, vendor agreements,
similar transactions. joint venture agreements, etc.

Mergers and Acquisitions (M&A) Lawyer If one does not have an existing relationship with an
Unlike with an accountant, many business owners M&A lawyer, ask the business attorney or accountant to
do not maintain a regular relationship with an M&A recommend some. The sooner this professional is on the
lawyer. Therefore, one may need to find and engage an team, the better.
M&A lawyer to join his/her advisory team. In Part 2 of
this article series, it was explained how the need for an Investment Banker
M&A lawyer when reviewing and signing an NDA with In most situations, engaging an investment banker to
your potential buyer is needed. If pursuing the sale of represent one’s company in the discussions and negotia-
a company, working with a M&A legal specialist is a tions with a potential buyer is a wise move, even if one is
must-do. A competent and proactive M&A lawyer will only considering this one potential buyer. For more infor-
provide incalculable protection to not only the business mation, view our webinar "Knock Knock!...How to Know
owner but also the company throughout the negotia- if the Potential Buyer at Your Door is a Waste of Time or
tion and purchase process. The potential buyer likely the Opportunity of a Lifetime" to learn how to cost-
has expert legal advisors on his/her side, and you need effectively engage an investment banker for a targeted
them, too. process that involves just one or a very small number of
The M&A lawyer will provide many important potential buyers. This is especially true if one’s company
services during this process, including: leadership/management team does not have extensive
experience acquiring and/or purchasing companies.
• Legal review and guidance for all relevant transac- Again, the potential buyer almost certainly has a team
tion documents and agreements such as letters of of people who have negotiated the purchase and sale of
intent, purchase agreements, employment agree- many companies. It is important that the seller have the
ments, non-compete agreements, shared services same experience and expertise on his or her side as well.
agreements, etc. A common question we hear from business owners
• Negotiation of terms and conditions to reduce one’s is “How do I select an investment banker?” Business
risk and ensure the deal structure is consistent with owners should apply these four criteria to find and select
market norms and standards. an investment banking relationship:

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