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Questions

1. Question: Why is the Buyer of my business offering me less if I sell my stock instead of selling Assets?    Top^

2. Question: I am buying a business and want to know if I should accept the Seller’s offer to prepare the purchase agreements?    Top^

3. Question: Will the key employees who hold small amounts of stock be subject to the noncompete agreement?    Top^

4. Question: Why is "debt" subtracted from the purchase price?    Top^

5. Question: Is a commission payable on the real property lease as part of the sale of my business?    Top^

6. Question: When should I allow the Buyer to perform due diligence?    Top^

7. Question: Should the Buyer be allowed to speak with Seller’s customers, suppliers and/or employees before closing?    Top^

8. Question: What is the normal time period between execution of a letter of intent and the closing?    Top^

9. Question: How much detail should the letter of intent contain?    Top^

10. Question: How can I find a business to acquire?    Top^

11. Question: Will I have to pay tax on money put into escrow before I actually receive it?    Top^

12. Question: If I buy all the company’s stock (instead of purchasing assets), can I hold each of the selling shareholders 100% liable for any future claims?    Top^

13. Question: Should I guarantee that the Buyer will have the absolute right to continue the use of Seller’s company name and product names?    Top^

14. Question: What precaution should Seller take if the Buyer is a newly formed entity?    Top^

15. Question: How important are the purchase agreement schedules/exhibits to a transaction?    Top^

16. Question: Should I convert from a "C" corporation to an "S" corporation now that I am ready to sell?    Top^

17. Question: As a Seller, should I employ a business intermediary (broker/investment banker) to help me if I already have one or more offers or expressions of interest from potential Buyers?    Top^

18. Question: If I already have corporate counsel, why should I hire a lawyer who specializes in mergers and acquisitions to advise me in the sale of my company?    Top^

19. Question: Should I establish a charitable remainder trust before the sale of my business?    Top^

20. Question: When is a covenant not to compete enforceable in California?    Top^

21. Question: What are the consequences of selling assets instead of stock in an “S” corporation?   Top^

22. Question: What is a Section 338(h)(10) election?    Top^

23. Question: What does it mean to have an indemnity “cap” and “deductible” or “basket?”    Top^

24. Question: What does it mean when the buyer’s Letter of Intent states that the bid purchase price is made on a “cash free/debt free” basis?    Top^

25. Question: Why is there a “working capital adjustment” built into the purchase price?    Top^

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