Acquisitions of Privately Held Companies

KGR partner Brian Bosma authored Representing Buyers and Sellers in Acquisitions of Privately Held Companies for a Continuing Legal Education seminar, and is making the paper available for download here.  The paper informs the reader of issues typical faced by attorneys in purchase and sale transactions.  It is not intended to be a comprehensive treatise on asset or stock purchase sales or procedures, but does provide a basis for discussion with a qualified professional and informs the reader of issues to be aware of and to discuss with a qualified professional to determine how they apply to the reader’s situation. The paper is not to be considered as legal advice or as a substitute for legal advice, and it is not intended to create, nor does it create, an attorney-client relationship.

We encourage you to download the paper and learn about:

• The attorney’s role: The various roles an attorney plays in business and real estate transactions as well as the preparation necessary to fulfill the roles and be knowledgeable in diverse areas of the law and skilled at recognizing issues requiring special expertise and assistance.
• Setting client expectations: Understanding the client’s needs and identifying the nature of the engagement.
• Drafting transaction documents: A well drafted agreement ensures the parties deal with and resolve problems initially and prevents disagreements and closing delays.  The drafting process requires identifying the details of the transaction, controlling the process, using forms when appropriate, drafting with clarity (identifying the seller and purchaser, defining terms, outlining the transaction, client review, and revisions and iterations), understanding common transaction provisions, identifying closing deliveries and post-closing obligations, and providing termination procedures and remedies.
• Due diligence: Understanding the purpose of due diligence and the how to tailor the review process to the specific transaction.
• Structuring the transaction: Deciding whether to structure the transaction as a purchase of assets, purchase of shares or membership units, or a statutory business combination such as a merger, consolidation, or share exchange, after considering tax and accounting factors, liability issues, assignment rights, collateral security and financing issues.
• Ancillary transactional documents: Additional agreements that often are a part of a purchase agreement including a confidentiality and nondisclosure agreement, escrow agreements, employment or consulting agreements, non-competition agreements, and opinions of counsel.

Mr. Bosma also provides samples of documents often used in a purchase which are starting points for drafting documents specific to the transaction at hand.

With an extensive background in engineering, business, law and government, Mr. Bosma’s practice is concentrated in the areas of complex business and municipal transactions, municipal finance and environmental matters.  He has served as lead counsel for more than fifty public and economic development projects ranging from small facilities to major public private utility projects.  He is nationally recognized bond counsel and an active member of the Indiana Municipal Lawyers Association and the National Association of Bond Lawyers. Mr. Bosma is a frequent author and lecturer on environmental, corporate, construction and municipal matters, and has served for nearly two decades as a lecturer for young lawyers preparing to take the Indiana Bar Exam in the areas of corporations, partnership and agency law. We encourage you to contact Mr. Bosma or any of our other attorneys if you have any questions or would like to discuss the purchase or sale of a business.