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Support for Business Purchase and Sale Transactions

Buying and selling a business is a complex, labor-intensive, and multifaceted process that presents numerous "pitfalls" for both the buyer and the seller, which are better to be aware of before the transaction.

Why Conduct a Business/Counterparty Check Before the Deal? (relevant for Both Sellers and Buyers)

To identify potential risks associated with the business purchase and sale transaction.
To ensure the safety of the transaction and minimize all possible risks.
To assess the organization's assets and verify the actual status of the entity against its declared state.
To avoid exhausting and endless litigation due to poor business checks before purchase/sale.
To determine whether it is worth buying/selling the business.
To check the reliability of the counterparty (buyer/seller).
To be confident in the future and not worry that some detail has been overlooked, which could cause significant problems later on.

"Usconsult" provides comprehensive transaction support: forming the transaction structure, business evaluation, analyzing the activities of the company being acquired/sold, assessing all possible risks, and developing options to minimize and eliminate them. The specialists at "Usconsult" offer professional support at every stage of the transaction: from the initial idea of the purchase/sale to the cherished moment of buying/selling the business.

Advantages of Consulting Usconsult Specialists

Usconsult strategies work (based on experience and client feedback).
Focus on solving the client's task and developing an optimal legal solution (formulating the desired maximum result with the client).
A comprehensive approach to solving the most complex tasks - the project team includes specialists from various legal profiles: taxes, bankruptcy, corporate, energy, ecology, criminal law.
Identifying all possible risks and offering ways to minimize them.
Offering several solution options with a description of the pros and cons of each, indicating the most promising option.

What You Need to Know When Buying/Selling a Business

Before signing a "business purchase and sale agreement," you need to develop a transaction strategy and determine precisely what you are going to sell/buy. In practice, buying/selling a business means transferring a wide range of objects (both tangible and intangible assets of the company) to the buyer's control.

The object of the business purchase and sale will determine many factors, such as how the sale should be formalized and which legal structure is best suited for your specific case. The choice of legal structure, pre-sale inspection of the acquired business, counterparty check, payment ability of the buyer (in case of installment sale), etc., will subsequently determine how protected you are as a seller/buyer in case of various disputes.

The Danger of Blind Business Purchases/Sales

The most common disputes after concluding a business purchase and sale agreement include:

After buying a business, the buyer finds that the acquired business does not meet their expectations, and the rosy picture painted by the seller is far from reality. This could have been avoided if the buyer had evaluated all the pros and cons and analyzed the company being acquired beforehand. The buyer should have determined whether they were being offered an unprofitable business with numerous problems or a successful company. It is crucial to understand the seller's motivation for selling the business. The buyer could have arranged a test period to check the company and decide whether to buy it. However, this can pose risks to the seller, such as the leakage of valuable company data, client information, etc.
The seller remains in the industry and starts competing with the business buyer. This can be avoided by considering the terms of the business acquisition, such as whether the seller continues activities in the same field.
The seller agrees to sell the business in installments, transfers the business to the buyer after receiving the first payment, but the buyer fails to pay the remaining amount. Even after court enforcement, there may be nothing to collect from the buyer, leaving the seller with nothing. This can be avoided by carefully considering the legal structure of the sale, assessing the buyer's solvency, and possibly securing some property as collateral until full payment is received.

These are just a few examples of disputes, which are hundreds more in practice. To avoid repeating the bitter experiences of other entrepreneurs, it is crucial to engage trusted consultants who will guide you through the business purchase/sale process, develop the transaction strategy and structure, and minimize all possible risks: entrepreneurial, tax, civil, etc.

All hidden aspects can and should become clear. You just need to know where and what to look for, which documents to request, and what exactly to check!

By Collaborating with Usconsult Specialists, You Will:

Clearly and fully understand the actual state of the acquired company.
Know the counterparty with whom you intend to conclude the transaction.
Understand precisely what business you are buying.
Have a clear action plan with several business purchase/sale options most favorable for you based on your acquisition goals.
Receive a detailed action plan with step-by-step implementation, a list of necessary documents for each stage, and potential risks with options to minimize them.

Our Experience

Supporting large projects for creating joint ventures and acquiring ready-made businesses. For example, we supported the acquisition of real estate in Moscow, Novosibirsk, and Krasnodar Krai, including financial documentation checks and assessment of rights to the acquired assets.
Conducting expert legal opinions to identify risks in buying land plots and acquiring lease rights for construction, with recommendations to minimize each identified risk.
Supporting the acquisition of a complex of real estate from a construction company building multi-apartment residential buildings. The legal conclusion included a full assessment of the seller company's activities, identifying all possible risks of challenging the transaction, and developing a property acquisition strategy. Our work maximally protected the client in a lawsuit initiated by the seller's creditors three years after the transaction.
Developing the structure of an investment agreement for the joint construction of a multifunctional center with apartments, with investments of about 5 billion rubles. The investment agreement structure included a lease agreement and other securing obligations of the transaction. Our specialists fully supported the transaction, prepared documents, and negotiated with the parties.
Conducting legal due diligence before the transaction to check the reliability of the counterparty and their rights to the objects; checking restrictions on the use of objects or encumbrances with third-party rights; compliance with the target use of the land plot and the building's functional purpose; checking permissions, contracts for communications, and their location on the land plot; indicating features of transferring lease rights of the land plot (ZP); and highlighting features of the building sale agreement.

Transaction Support Costs at Usconsult

The cost is determined individually based on the complexity of the issue, the volume of documents required for analysis, and the tasks assigned to the specialists.

The cost of transaction support services for business purchase/sale starts from 100,000 rubles.