Purchase & Sale of Business

As 2018 looks to be a favorable M&A environment, many business owners may come to the conclusion that it is time to sell the family business.  While it is true that some businesses sell as a result of an offer that comes “out of the blue,” the reality is that most sales occur as a result of a well-designed process intended to maximize value for the seller.  Sellers should consider allocating considerable time preparing for a sale, sometimes as much as a year.  A well-run sale process can take considerable time as well.  The time is well-spent though, as thorough preparation and an organized sale process typically lead to higher valuations and quality buyers.  Continue Reading Thinking of Selling? Start Early, Build Your Team

In connection with the purchase of a family-owned business, the buyer may seek a non-compete agreement from the selling owners and certain family member employees.  Such agreements are intended to protect the buyer from a seller’s competition with the business post-sale and from diversion of the customer relationships and goodwill that typically are part of the purchased assets.  Courts will generally enforce a non-compete agreement negotiated as part of a business sale as long as it is reasonable in geographic scope and duration.  What is reasonable will depend on factors such as the type of business being purchased, the pre-sale geographic reach of the business, and the consideration paid for the restriction on the seller’s future competition.  Parties to a non-compete should therefore carefully consider these factors when drafting the agreement.  The parties also should carefully define what type of “competitive” conduct will be restricted.    Continue Reading Is A Non-Compete Agreement In Connection With The Purchase And Sale Of A Family-Owned Business Enforceable?