Some of the most complex legal issues involve the purchase or sale of a business. In addition to the general negotiations, representations and warranties, and potential liability involving a transaction, companies that specialize in technology present additional issues that must be considered when drafting an agreement to buy or sell the business. And even transactions that do not involve a technology business often still involve the transfer of software, hardware, and licenses.
Buyers will want to make sure that the business they are buying has all of the intellectual property and other rights to any technology that business has developed or is working with. They will want to ensure that the company has not suffered any cyberattacks or data breaches and has planned for and is in compliance with any laws or best practices regarding privacy and data security. Sellers will want to easily produce contracts, policies, and other proof that will assuage any concerns that buyers have, which will ensure that sellers get the best price for the business they have worked hard to develop. We can help buyers or sellers grapple with these issues, both by working with businesses to handle them as they arise and looking back when a purchase and sale agreement is drafted to fix any issues that may arise.
Buyers will also want to ensure that if they are buying a company for its key people and their know-how, that those key people do not leave after the sale, or worse, start a competing business. And sellers, again, will want to balance the buyers’ concerns with the sellers’ ability to maximize their value – both in the value of the business being sold and in any compensation after the sale. We are experienced in advising buyers or sellers on ways to come to an agreement that protects their own interests while negotiating a smooth transaction.
And all businesses – both technology-focused and otherwise – own or license software, hardware, websites, e-mails, and other pieces of technology that help modern businesses run. They often also have contracts with managed service providers and web hosts to manage that technology. The purchase and sale agreement will need to make sure that all rights to these technologies and contracts are transferred to buyers and that they are not surprised by someone claiming they have to consent to the sale well after it happens! We can draft provisions that buyers or sellers can include in a purchase and sale agreement to deal with these issues.
If you are looking to buy or sell a technology business, you do not have to do it without guidance. Contact our office today!