Negotiating and drafting a purchase agreement of a business for sale is obviously a critical component to the business buying process. Buyers often ask me how much the attorney fees will be and unfortunately, that is a very open ended question.
A lot depends upon the extent to which you involve your attorney in the process. If you take the attitude of simply handing over the entire negotiations to them, you are going to incur a whopper of a bill for their services. Besides their costs (justified or not), I have yet to encounter too many attorneys who are anywhere near as effective as a savvy buyer at negotiating the deal terms.
Deals get done between buyers and sellers. Not attorneys, accountants or brokers. While they have their roles, the two key parties to the deal,
Attorneys have their role undoubtedly, but to me, that should be limited to three main areas: First, to scribe the deal terms that a buyer and a seller have agreed to in legalese that is crystal clear. Second, to be certain that the agreement properly protects you through to the closing regarding due diligence and the satisfaction of all deal terms as well as post closing should any situations arise where the seller may be in breach of the deal. Finally, to be certain that all necessary closing documents are included and all you are in full compliance of all legal issues.
In most cases, it is not necessary for any attorney to draft a brand new purchase agreement, besides, even if they say they will, they will use a lot of boilerplate language. To this point, if there is a business broker involved in the deal, they will certainly have an agreement that can work as a template for you, in most deals. There are however several additional and important clauses to add including:
Outside of these points,
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