Selling Your Business – Who Do You Need on Your Team: Part 4 – Mergers & Acquisitions Attorney

Transaction Talk welcomes you to the fourth and final episode of a four-part series that details what business owners need to know about selling their businesses. Your hosts Jennifer and Eric interview Russ Stein, a Mergers & Acquisitions Attorney with more than 30 years of experience working as a lawyer and shareholder at Ruberto, Israel & Weiner, P.C. In this episode, Russ shares his perspective on what business owners should look out for from a legal perspective when it comes to selling their business.

Key Points

[1:30] You don't just need an attorney, you need a Mergers & Acquisitions attorney.

[2:40] What does Russ first like to talk to a business owner about when they're getting ready to sell their business?

[4:15] Business cycles do happen and that makes business owners consider selling before a big dip.

[5:25] At what stage does Russ step into the selling process?

[7:35] What are some of the most common concerns business owners have?

[8:40] How many written contracts do you have with vendors, third-party suppliers, etc?

[11:25] What do you do if you have remote workers on your staff?

[15:10] How should business owners think about warranties when they're about to sell their business?

[20:15] How should a seller think about personal liabilities?

[23:45] Everything you talked about needs to be in writing. Nothing verbal should be 'assumed'.

[24:10] What should business owners look for in an M&A attorney?

[29:00] Who would Russ add to his team of advisors?

[32:35] Why would a business owner want to do an asset sale vs. a stock sale?

[35:30] It's critical to get a lawyer in your selling process as early as possible to save you a mountain of headaches.

Tip of the Day:

Do your best to avoid surprising your lawyer. Be honest and upfront as early and as soon as possible, even if it might make you or your company look bad. The sooner they know, the better they can protect you/correct the error.

Mentioned in this Episode

Tworld.com/locations/boston

Riw.com

Transactiontalk.com

Russell N. Stein

Website

LinkedIn

Phone: 617-742-4200

Email: rns@riw.com

Disclaimer:

The material on this site may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts. This site is solely for informational purposes and provides general information only. Nothing on this site should be construed as legal advice or consultation either generally or in a particular case. Neither the receipt nor the distribution of materials constitutes the formation of an attorney-client relationship.

Quotes

"If there's hundreds of [third-party] contracts that need to be reviewed that can be a big chunk of time and if you're under time pressure after closing, that can create anxiety for us and the buyer."

"Estate tax can be a real surprise to a buyer that is from another state that hasn't bought a company in Massachusetts before and is unaware of this tax. The seller might want the buyer to compensate for this tax."

"I recommend we do an up-front review of consent requirements in an asset deal and in a stock deal. One time, in an asset deal, it came back that [the client] needed 165 consents to do an exit."