Lerner & Weiss APC

Our Business Is

Understanding Your Business

Business Transaction Attorneys Serving California

If you are planning to buy, sell or dissolve a business, the business law attorneys at Lerner & Weiss can help. We have extensive knowledge and experience assisting business owners with all types of business transactions. We can assist with the transfer of a business to a new owner making sure to exercise all due diligence so there are no surprises down the road. If you need to dissolve your company, whether it is a sole proprietorship, partnership or corporation, our legal team can help you take the necessary steps to close your business in the least painful way possible. For tax purposes and in order to avoid future litigation, it is important to follow the proper dissolution procedures.

Due Diligence

Due diligence, when used in relation to the purchase of a business, means the detailed process involved in evaluating and appraising the value of the business the buyer is considering purchasing. Its assets and liabilities must be evaluated in order to determine if it is a viable commercial venture.

After due diligence has been completed and a purchase price agreed upon, a Purchase Agreement must then be drafted. Its terms must be comprehensive and all contingencies need to be accounted for.

You can trust Lerner & Weiss to conduct due diligence on your behalf. Then, they will draft a comprehensive purchase agreement to be certain you know exactly what you are getting and that you get exactly what you purchased.

Mergers and Acquisitions

Mergers and acquisitions are almost always said together as though the word was one: mergers and acquisitions. Not true. There is a difference.

  • Mergers. Mergers occur when two companies dissolve and then combine to form a new business. Thus, the companies “merge” and continue on as the newly formed company. The two smaller companies no longer exist.
  • Acquisitions. When one company actually takes over another and the two companies become one. There is now only one owner. It is as though one business “swallowed” the other one, and the one that was swallowed totally ceases to exist.

If you are in search of a business to buy or are a business owner already who wants to sell, our purchase and sales attorneys at Lerner & Weiss will conduct your due diligence and draft your Purchase Agreement.

If you are interested in mergers and acquisitions, we can help with that, too. Contact our firm to meet with our business law attorneys today by calling 855-262-5939 or filling out our online contact form.

Reasons Businesses Dissolve

There is a multitude of reasons why a business may be dissolved. The business owners may be retiring. One partner may want to sell his or her business interest to the other partner or partners. Sometimes, there is a dispute between partners that cannot be resolved. Whatever the reason, there are legal challenges to properly dissolving a business.

The laws concerning dissolving a business vary depending on the type of business structure that is involved. Documents may need to be filed with the Secretary of State. Once a business has been dissolved, it no longer has a legal right to exist in the state. If not done properly, there may be consequences such as:

  • Losing equity or income
  • Loss of assets
  • Accumulation of debt
  • Adverse tax problems
  • Future costly litigation

At Lerner & Weiss, we do everything possible to minimize losses that may occur as a result of the dissolution.

How Lerner & Weiss Can Help

We listen to your needs and why you are dissolving the business. We determine your goals and desires and what you want to achieve by dissolving the business. After careful evaluation of all the facts, we provide counsel on and assistance with:

  • Valuing the assets and liabilities of the business
  • Evaluating all legal documents relevant to the business structure and daily operations to be certain that all agreed-upon terms are implemented and the dissolution complies with the original business intent. If a partnership agreement covers the way in which a business partnership is to be dissolved, we make sure that the terms of the agreement are followed
  • Assisting the parties in coming to amicable agreements when disputes arise during the dissolution process
  • Working towards a fair and equitable division of business assets and liabilities
  • Making certain all parties are protected from future litigation arising from improper dissolution procedures, or from failing to continue insurance coverage for future liabilities that arise based on the time the business was up and running
  • Selling inventory and filing any necessary sales reports
  • Reviewing all contracts with other business entities to be certain there are no contract terms that will be breached
  • Providing required notification and documentation to both local and state agencies
  • Settling tax issues and obligations
  • Assisting with any commercial collections
  • Making sure proper termination procedures for employees are followed
  • Minimizing disruption of customer or client relationships if a new business venture is planned

If you are considering dissolving your business, now is the time to contact our business dissolution lawyers by calling 855-262-5939 or filling out our online contact form. It is worth your time and effort and we will work diligently to be sure you achieve the best possible outcome from the dissolution of your business entity.