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You’ve identified a business that you’d like to buy. You’ve talked to the owner
and there’s a likelihood this could happen. One of the first questions that comes up is
whether you need a lawyer. I’m Tom Oldfield. I’m a business and real estate lawyer in
Fircrest, Washington. And I’d like to answer some of the questions in that. First, you
probably do need a lawyer because there are important questions that arise in the purchase
of a business. The first are the terms of the sale, including what are going to buy?
If this is a corporation or LLC that is operating the business, there’s a question of whether
or not you want to buy that corporation or whether you want to buy its assets. In all
likelihood, you’re going to want to buy the assets so you only get the good things
and you only get the things that you want. When you get to the terms of the sale, you’re
probably going to work out a memoranda of understanding that sets out the basic terms
and then the seller and the seller’s lawyer, and you and your lawyer, will work out the
final purchase and sale agreement. That’s going to cover issues about employees. It’s
going to cover issues about whether there are ongoing continued collective bargaining
rights. It’s going to cover a number of issues on how the employees are going to be
treated at closing and whether they’re going to continue to work. There are representations
that the seller is going to want from you and there are other questions that relate
to how the transaction is going to be closed. And particularly, what’s the seller going
to do after closing so far as helping you and how’s that going to be handled? Here’s
what I want you to do. Pick up the phone and call me and ask me the questions that you
have. I do this every day. I’d love to help you out. Have a good day. Thank you.