Buying/Selling/Merging A Business

NDHA guides you through the multi-stage process of buying or selling a business.

  • NDHA advises you whether to structure the transaction as an asset sale, a sale of the equity interests or a merger of the company being sold into the acquiring company.  Some of the factors to be taken into account in making this decision include:
    • Whether you are the buyer or seller?  Typically, the buyer wants an asset transaction, and the seller wants a sale of the equity interests.
    • What type of entities are involved in the transaction?  A merger transaction will not qualify as tax-free transaction unless both entities are corporations.
    • How much debt is owed by the seller?  This question may be difficult to answer.  Due to this uncertainty, buyers prefer asset sales.
  • NDHA advises you on the tax consequences (tax-free, fully taxable, basis effects and NOL carryforwards) of the transaction.
  • NDHA advises buyers conducting due diligence.
  • NDHA negotiates, drafts and reviews the documents for a purchase and sale of a business/merger of business.