Are you considering an asset purchase in San Diego or Southern California? It is crucial to work with the experienced business attorneys at the Watkins Firm when approaching any form of a business asset purchase transaction. There are many things which can go wrong for the buyer in these important and fairly common business transactions. How can the Watkins Firm business contract and mergers and acquisitions attorneys help to ensure a smooth asset purchase transaction for you?
Proven Proprietary Asset Purchase Contracts
The Watkins Firm has more than 40 years of experience in these transactions and an extensive library of proven proprietary asset purchase contracts. We save our clients time and money by tailoring an existing, battle-tested and proven asset purchase contract to the unique aspects of the transaction at hand. This is much safer and as cost-efficient as download sites while providing a stronger, more enforceable agreement as well as the advice and counsel of our experienced asset purchase attorneys.
Asset purchase agreements cover simple transfers such as vehicles or inventory or complex transactions involving real estate, customers and goodwill. An effective asset purchase contract for San Diego must anticipate all aspects of the transaction including the condition of the asset(s), clear title, challenges with existing financing, contingent liabilities and tax exposure. Watkins Firm attorneys provide a sound due diligence process and a well-crafted contract that helps to guide our clients successfully through any asset purchase.
Many asset purchase transactions must provide for financial adjustments after the transaction is completed. For example, when an asset purchase in San Diego covers the acquisition of a customer base you want to ensure the actual value of that business (as established by the seller) is actually realized once the transaction is completed. It may be necessary to provide for financial adjustments based upon issues which might arise down the road.
What Can Go Wrong With an Asset Purchase Transaction?
Without our experienced guidance, there are too many things which can go wrong. It is amazing how many asset purchase transactions fail to simply identify and include the right parties. The seller must clearly have the authority and right to convey the asset(s) contained within the transaction.
One of the greatest risks in any asset purchase transaction is known as successor liability. Successor liability is the transfer of any liability of the seller to the buyer. A business may appear to be healthy on the outside, but due diligence must ensure the assets to be purchased are free from secured or unsecured debt. The transaction must ensure the seller has the right to convey the asset(s) and there are no contingent liabilities which might affect the buyer in the future such as unpaid taxes or pending litigation. Even simply asset purchase contracts often require third party releases or consents and other authoritative approvals. This is especially true in any consolidation or merger transaction.
Creditors may attempt to argue what is known as “mere continuation” which asserts that the buyer purchased the asset(s) from the seller in an attempt to bar access to rightful creditors. There are also substantial risks when minority shareholders or creditors assert any form of fraud or a lack of fair consideration associated with the asset purchase.
An Effective Asset Purchase Contract Protects Your Interests
An effective asset purchase contract protects your interests and reduces or eliminates contingent risks. Learn how the Watkins Firm can provide the benefit of more than 40 years of experience in San Diego and Southern California asset purchase transactions to your side of the equation.
If you are considering any business asset purchase transaction we invite you to review our Podcast Episode 13 – Mergers and Acquisitions as well as the strong recommendations of our clients and contact the Watkins Firm or call 858-535-1511 for a complimentary consultation today.
