As part of the negotiation of the terms and conditions that will govern the sale of a business, the selling party should develop and implement a strategy for obtaining a “market” deal (i.e. a deal that includes standard terms and conditions for a transaction of that type). In addition to obtaining fair business terms, the seller should also seek to obtain the customary limitations on the seller’s potential liability for the transaction, such as a limited survival period for most representations and warranties, an overall cap on the seller’s liability for most indemnification claims, the exclusion of certain types of damages, and other standard protections.
The lawyers in our Business & Finance Department have developed an extensive, dedicated practice representing business owners and acquirers in connection with the purchase and sale of a business and can draw on such experience to inform clients as to the “market” terms and conditions for a transaction of that type. If you are interested in learning more about these services, please contact Paul Rushton (email@example.com), the Chair of our Business & Finance Department, or one of the other attorneys in such Department.