To prepare a company for sale, an M&A attorney will make sure corporation formalities have been followed. Business arrangements should be properly documented and proper corporate governance should be complied with.
All agreements should be in writing and handshake arrangements should be formalized. If contracts cannot be assigned, they should be revised if necessary. Third party consents may be necessary to complete certain types of transfers.
An M&A attorney will assist a seller in reviewing their corporate governance documents. This includes organizational documents, bylaws, board meeting minutes and shareholder minutes. It also includes stock transfer ledgers, organizational charts, and policy manuals. All corporate governance documents should be in order prior to the sale of a business.
M&A attorneys assist in structuring the deal and will often work with tax and financial advisors in this process. There are different tax consequences depending on whether or not the deal is an asset purchase or a stock purchase. Whether contracts and licenses can be transferred also play a role in deal structure. Financing options will result in various mechanisms being used.