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Business Lawyer for Buying a Business in Utah

mergers and acquisistions lawyer in utah

Business Lawyer in Salt Lake City Utah

Generally speaking, buying a business is less risky than starting your own, largely because the business you’re buying already has incoming profits. However, there are still drawbacks, and it is important to buy a business in a field you are already very familiar with. Finding such a business can be difficult though, and there are people to help you.

Do You Need a Business Broker in Utah to Buy a Business?

A business broker can be an efficient way to find a business that would be good for you to buy. Brokers are well-versed in the business market and know effective strategies for pre-screening businesses, helping you pinpoint your interests, negotiating, and assisting with paperwork.

Do You Need a Business Attorney When Buying a Business in Utah?

Regardless of whether or not you hire a broker to find a business, it is always smart to put together an acquisition team consisting of at least you accountant, and a business attorney in Utah. If you already have found a business to buy, you don’t need a broker to help you.

You really do need a business attorney on your side to make sure that you engage in due diligence. You also need to make sure that you have the right type of business purchase and sale agreement. This contract can save you from making huge mistakes. One of the provisions that you ought to have in your contract is a due diligence period. This period of time to evaluate the business is essential to avoid making a huge mistake. Look over the actual bank statements with your accountant and attorney. This step alone can save you hundreds of thousands if not millions of dollars in the long run.

Your attorney and accountant need to be your team. This team of trusted advisers functions as your transition team and will help you make the best decisions in regards to the purchasing of the business you want to own and perhaps even help operate.

What is Due Diligence in Buying a Business in Utah?

We also talk about due diligence on this website here. You should read that article too.

Before you decide to buy, however, make sure you and your accountant and business lawyer evaluate the value of the business and engage in due diligence. We have a practice of reviewing all bank account statements as well as financial reports to make sure that there is no fraud or cooking of the books. Cooking the books means that the business owner or his book keeper falsified information to get you to pay a higher price for the business. To determine whether this has happened, we need to go through these items and review their current and potential effects on the business:

● Inventory
● Furniture, fixtures, equipment and building
● Copies of all contracts and legal documents
● Incorporation
● Tax returns for the past five years
● Financial statements for the past five years
● Sales records
● Complete list of liabilities
● All accounts receivable
● All accounts payable
● Debt disclosure
● Merchandise returns
● Customer patterns
● Marketing strategies
● Advertising costs
● Price checks
● Industry and market history
● Location and market area
● Reputation of the business
● Seller-customer ties
● Inflated salaries
● List of current employees and organizational chart
● OSHA requirements
● Insurance
● Product liability

Once you have determined the credibility and value of the business to be favorable, a sale price and terms of sale must be negotiated with the seller. This is another situation where your acquisition team is invaluable. Price is a very hard element to pin down and, therefore, it is for the buyer to assess. You and your acquisition team can come to a fair price using various methods, some of which include multipliers, book values, EBITA, and returns on investment.

EBITA means Earnings before interest, taxes, and amortization. This is a way to value a business’ earnings before the deduction of interest, taxes and amortization expenses. It is a financial indicator used widely as a measure of efficiency and profitability. We like to use this value, but there are other values to use when negotiaing a price. The seller obviously wants the highest price possible and the buyer wants the lowest.

Highest Price or Best Terms?

When we represent buyers, we negotiate the lowest price and terms based on our client’s best interests and when we represent the seller, we work to secure the seller’s interest and get the highest amount possible depending on the seller’s goals.

You need to figure out what you are trying to accomplish when purchasing a business. What is your end game or end plan? Do you want to have it as a passive investment where you are hands off or do you want to operate the business and manage it? This will also go into the calculation of a business.

Besides price, do not forget the important element of terms. Some business can be partially or wholly financed through the company itself. This is an option that we, as you business lawyers, can help you with.

Negotiating the actual sale can be difficult because both you and the seller are often coming from very different points of view. It is important to make sure the deal is structured well so the effects of these differences can be minimized. You should always have an attorney review any arrangements for legality and liability issues. Your attorney and acquisition team can also help you negotiate the best method for the deal to proceed.

Mergers and Acquisitions Lawyer in Utah

You should always have a lawyer help you in doing a merger or acquisition. Your business lawyer will have some horror stories to tell you about how things can go wrong. We can tell you that you really need to get an attorney on your side to avoid costly mistakes and a lawsuit later. We could tell you many stories because not only do we close business deals, but we also draft contract and go to court and litigate when someone doesn’t do what they are required to do pursuant to the terms of the contract.

Being careful and taking time for things to settle and work smoothly will assist the process of the business changing hands. Do not be too anxious. Your team will help you, and with patience, thoroughness, and diligence you can buy a business with minimal issue and stress. Above all, as your business attorneys we will make sure that you are protected and you know what you are getting into. When your eyes are opened and you seek both the risks and the rewards and you decide go for it – you’re in the best position possible.


For more information on getting a Utah business lawyer on your side to help you buy a business, sell a company, close a deal, do a merger or an acquisition, please give us a call for your free initial consultation. We have represented both buyers and sellers of corporations both fortune 500 companies as well as small businesses in every sector. So whether you have a new start up to sell or you’re looking to franchise, the information and legal answers you need are on the other end of the line. Calling the Utah Business Lawyer that is right for you is the next step.

Call (801) 676-5506 today for your free initial consultation.

Michael R. Anderson, JD

Ascent Law LLC
8833 S. Redwood Road, Suite C
West Jordan, Utah
84088 United States

Telephone: (801) 676-5506

Ascent Law St. George Utah Office

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