Business Formation, Transfer, and Sales
KMK focuses on private transactions between small-to-medium-sized businesses contemplating an acquisition, merger, or divestiture, such as stock or asset transfers or a mix of both. KMK can provide structuring advice and assistance with negotiation and documentation.
How the ownership of a business is structured is critical not only to ensuring its ability to evolve and expand, but also to protect the interests of its stakeholders and their ability to pass on ownership to others in a manner that protects any beneficiary and any other stakeholders. KMK has years of experience managing the succession of business ownership across generations to provide a flexible ownership form and the smooth transfer of ownership.
We can assist our clients in numerous ways, including:
- Conducting due diligence and liability assessments;
- Negotiating letters of intent;
- Drafting and negotiating definitive acquisition agreements;
- Assisting in financial negotiations with buyers and external funding sources;
- Offering advice to board members on their obligations and duties to other stakeholders;
- Choice of entity;
- Company and subsidiary formation;
- Capital structure, including control issues;
- Company rules;
- Agreements to protect beneficiaries and existing stakeholders in the event of death, retirement, or departure;
- Management incentives, ownership schemes, and contractual arrangements;
- Planning and coordinating reorganization or restructuring;
- Counsel on management and shareholder legal issues;
- Protection and handling of intellectual property assets; and
- Cooperating with our clients’ accountants on taxation and related matters such as trusts and gifting, or alternatively, introducing our clients to appropriate tax and accounting experts.
KMK possesses attorneys with both legal and business experience in the successful acquisition and disposal of a business or a segment of its operations. As a result, we are keenly aware of the time-critical aspects of such transactions and are able to combine legal and business skills to further a client’s objectives in a timely and cost-effective manner.