Business Purchase, Sale, or Merger

Buying, selling, or merging your business is a significant transaction. New Leaf has significant experience helping guide individuals and businesses through these transactions at all stages. 

Here are some examples of how we can assist you:

BUSINESS PURCHASE, SALE, OR MERGER

  1. Pre-Transaction Planning & Strategy

    • Structuring the deal (asset sale vs. stock/equity sale)

    • Tax and liability considerations (in coordination with CPA/tax advisors)

    • Entity restructuring or cleanup before sale

    • Intellectual Property and contract clean up before sale

    • Non-disclosure and exclusivity agreements (NDAs, LOIs, term sheets)

    Due Diligence Support

    • Conducting legal due diligence to uncover any potential liabilities, legal disputes, contractual issues, or other concerns and verifying the value and assets of the business.

    • Responding to due diligence requests, helping you coordinate and explain your internal documents, relationships, contracts, and assets.

    • Identifying red flags and negotiating risk mitigation (e.g., escrow, indemnity)

    Drafting & Negotiating the Deal Documents

    • Purchase and Sale Agreement (APA or SPA)

    • Member or shareholder consents

    • Director or Manager resolutions and certificates

    • Promissory notes, earn-outs, and financing terms

    • Transition services or consulting agreements

    • Employment or non-compete agreements

    Post Closing Support

    ·        Complying with legal and structural post-closing obligations

    ·        Transfer intellectual property registrations

    ·        Contract assignments

    ·        Integrating new compliance obligations into existing business processes

    ·        Transitioning new members of your team

Protecting your interests and mitigating your risks

New Leaf acts as a strategic partner to help guide you through the transaction and what comes next. Whether you are growing, expanding into new areas, retracting, or exiting—We’ve got you.