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The attorneys at Duba & Duba have extensive experience representing sellers, buyers, shareholders, minority members, and other stakeholders involved in the sale or purchase of businesses in numerous industries. No business transaction is identical to the next and each presents different issues and areas of concern. Discussions or negotiations of a merger or acquisition typically begin through informal conversation, proceed to a binding or nonbinding letter of intent, accelerate to a binding purchase agreement between the parties allowing for the exchange of information and due diligence, and then finally conclude with the negotiation, preparation, and finalization of closing documents related to the consummation of the transfer of ownership. Oftentimes, our firm also represents a single ownership stakeholder or an active or passive investor who is presented with relevant partnership or operating agreement documents that will govern their investment and ownership interests in a specific project.
Our attorneys encourage clients to engage counsel at the initiation of sale or purchase discussions when important details can be efficiently addressed, pursued, and evaluated before executing the definitive documents. Frequently, prior to the exchange of important and sensitive information, our attorneys assist clients with drafting and negotiating confidentiality and noncompetition agreements before interested parties engage in significant discussion. Duba & Duba frequently works cooperatively with the buying or selling client's tax advisors prior to the transaction consummation so as to ensure efficient input and analysis from such other specialty advisors on relevant tax consequences, including the payment of taxes arising out of the sale of stock or assets, the seller's ability to pay any outstanding taxes related to sales or employment taxes, and the allocation of portions of the purchase price to specific assets being purchased or sold. Approval for transfers from state agencies such as the Michigan Liquor Control Commission is also a unique area that Duba & Duba attorneys have relevant specific experience in.