Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
Preview Page
CHAPTER 52
THE PURCHASE AND SALE OF A
BUSINESS; PRELIMINARY CHECKLISTS
Section
§ 52.01 Introduction
§ 52.02 The Role of Attorney during Preclosing and Due Diligence Phase
§ 52.03 Some Specific Considerations for Dealing with Brokers, and
Provisions of Actual Brokerage Agreement
§ 52.04 Broker Services
§ 52.05 Broker Fees and Expenses
§ 52.06 Broker and Agency Exclusivity
§ 52.07 Nondisclosure or Confidentiality Considerations
§ 52.08 Suggestive Checklist of Matters to Be Considered Prior to Actual
Entry into a Purchase Agreement
§ 52.09 Suggestive Checklist for Dealing with Broker (or Intermediary) and
Provisions of Actual Brokerage Agreement
§ 52.10 Suggestive Checklist of Categories of Information of Business, and
Types of Information to Be Included in Due Diligence Process
§ 52.11 Notice on Liability Assumption and Tax Issues
§ 52.12 Conclusion
§ 52.01 Introduction
This chapter presents some principal practice considerations for the
purchase and sale of businesses. Legal rules incident to the purchase and
sale of a business are covered to a large extent by common law and, to a
limited extent, by statutory prescriptions and proscriptions and, in
contrast to other portions of this treatise, are not a major focus of this
chapter. A purchase or sale may be a relatively simple matter involving a
sole proprietorship or it can be a complex business deal involving
multiple legal and business professionals with antitrust considerations.
Legal considerations can become even more complex when the buyers
and sellers are in different legal jurisdictions. The intention here is not to
provide the reader with a recital of the law but rather to advise the reader
as to some of the dynamics involved when one buys or sells a business.
Issues are discussed approximately in the order in which they arise
during a purchase or sale. For the most part, this chapter is designed to
cover transactions involving closely held corporations. However, many
of the considerations are also involved in sales of assets and, to a more
limited extent, sales of share interests in publicly held corporations.
Many of the points are presented in this chapter to approximate a
checklist format and are discussed in greater detail elsewhere.
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
