The Stages in Buying and Selling a Small Company, Part 2

The Stages in Buying and Selling a Small Company

The seven parts of the Purchase Agreement for a purchase and sale of a business.


In our last article, The Stages in Buying and Selling a Company, Part 1 we discussed Stages 1 to 3 of the “pre-transaction” steps in the process of selling a business. In this article, I will cover stage 4, the development of the Purchase Agreement.

Stage 4:  The Purchase Agreement


The Parties typically use the basic terms that were contained in the parties Letter of Intent (“LOI”), discussed in my last article, to structure the more detailed Purchase Agreement – be it an Asset Purchase Agreement or a Stock Purchase Agreement. That Agreement, which governs all the.

“> terms of the transaction, usually includes the following seven parts:

1.  Very Specific Details about structure (i.e., Stock vs. Asset deal), and, if it’s an Asset deal – the specific assets being acquired: 

Also listed are details about assumed and excluded liabilities;

  • Practice Note:

As suggested in the previous article, there are innumerable ways a company sale transaction can be structured that go beyond the mere “Stock versus Asset” considerations.

For example, a Seller might work with a Private Equity Firm (“PE Firm”) that could initially acquire a majority or minority interest in the business to then help the owners grow that business.  The expectation would be that the PE Firm could recoup its investment and achieve substantial gains upon a company sale, or “exit”, down the road.

A Strategic Buyer, by contrast – such as a larger company in the same industry – might buy a company to incorporate the purchased business into that Strategic Buyer’s larger platform.

  • Practice Note:

In the circumstances mentioned in the above Practice Note, and also in deals outside the Private Equity and Strategic Buyer context, transactions are also sometimes structured where the business owners or key management – all of whom are very familiar with the purchased company’s operations – might be expected to stay on for a certain period after the initial purchase transaction closes.

2.  Purchase Price:

Details such as whether the payment is being made up front, is being deferred, and, if payment will be in the form of cash, securities, or a loan, etc., as well as any adjustments that’ll be made to any payments;

  • Practice Note: 

Sometimes transactions are structured in which a Seller receives part of the Purchase Price and/or additional payments in the form of a post-closing “earnout.”

Those earnouts are typically tied to benchmarks or performance levels the Company must meet.   Earnouts are often paid out over a period of three to five years and, over that period, they can involve anywhere between 10 to 50 percent of the original purchase price being deferred.

Next page- Steps #3-#7


The 9 Rules to Help Any Exhibitor Succeed at a Trade Show

The 9 Rules to Help Any Exhibitor Succeed at a Trade Show

Helpful tips for entrepreneurs to navigate trade shows.   Exhibiting at any of the hundreds trade shows that take place in the US can be a challenge for any seasoned vendor. With all the planning that goes around it, it’s a wonder how many business owners feel...

4 Definitive Examples to Understand and Serve Your Customers

4 Definitive Examples to Understand and Serve Your Customers

These four company case studies have yielded success across industries Running on Innovation, A New Solution for City Dwellers, Focus on Customers. Learn from these companies that are doing it right. Recently, I attended a public forum called Healthcare in the 21st...

Video Gallery

Johanna Godinez Latin Biz Today partner, International Yoga Day: Celebrating Unity and Wellness on June 21st
Modern version of Stoic philosopher Epictetus
A professional leads a cybersecurity training session for employees, emphasizing best practices. The photography captures the engagement of participants, showcasing the educational aspect of safeguard
Hispanic bearded male businessman trainer teaching coaching new recruitment African American female businesswoman employee in formal suit sitting studying learning company graph chart strategy
The presence of a robot using a computer. Office keyboard being typed on by machine. future IT group,.
Latino Streetwear Entrepreneur Latin Biz Today
Chef Lorena Garcia cooking with a wok
Latina Chef Loren Garcia


Which item currently represents the greatest hurdle in the growth of your business?(Required)

Sign Up for the Latin Biz Today Newsletter

PR Newswire

Featured Authors

Innovation & Strategy


Four Basic Principles for Raising Capital

Four Basic Principles for Raising Capital

Outside investors want to understand a business' strategy as well as its financial statements.   The need to raise capital from outside investors requires a great deal of preparation across multiple dimensions. Among many things, investors look to understand...









Work & Life


Health & Fitness

Travel & Destinations

Personal Blogs

Pin It on Pinterest