It is difficult to imagine a more “bet the company transaction” than a sale of the company. If the transaction fails to close, the company may be viewed as “damaged goods”, will have suffered business disruption due to the distraction of management during the sale process and will have incurred significant legal fees. If the transaction closes but the limitations on the sellers’ liability are not adequate, the sellers may end up having to return all or a significant portion of the purchase price to the buyer. For less experienced sellers, the sale process can be confusing, frustrating and difficult. Failing to properly prepare for the sale and to manage the sale process can lead to a loss of value, increased risk of the deal failing to close, and post-closing indemnification claims.
This article was originally published by Bingham McCutchen LLP.