HOW CAN I DO THIS?
How can I represent you, as your broker and attorney, in the purchase of your business, and yet it may not cost you anything?
The simple answer is: I'm not only a lawyer - I'm also a real estate broker.
If the seller's broker (the Business Broker who has the business listed for sale) pays me a commission on the transaction - and most Business Brokers will pay a commission to the buyer's broker, as long as you (the buyer) haven't contacted the Business Broker first - it won't cost you anything to have me represent you!
HOW DOES IT WORK?
These are the steps you and I have to take so that I can represent you,
as your broker and attorney, at little or not cost to you.
1. RETAIN ME TO REPRESENT YOU IN THE PURCHASE OF YOUR BUSINESS.
If you've decided that you want an experienced business attorney to represent, advise and counsel you in the purchase of a business, at little or no cost to you, contact me to sign the representation agreement that I require so I can act as your broker and attorney. A $500 fee is required with the signed agreement; that $500 will be refunded to you if I receive a commission from the selling broker at the closing of your purchase of the business.
If it's refundable, why do I even charge the $500 representation fee? It's simple: Offer something for free, everyone wants it. I only want to work with people who are serious about buying a business, and I don't want my time and effort on your behalf diverted by "clients" who are only playing around. If you're serious about buying a business, a $500 fee that may be fully refundable when you purchase your business won't concern you....
So, what do you get for your $500 when you retain me? You get all of the advice, counsel and representation that you need from a business attorney experienced in representing business buyers, to guide and assist you thru the process of:
identifying a business to purchase,
evaluating it for suitability,
negotiating the price and terms of the deal,
structuing the transaction,
arranging financing, etc., and
closing the deal.
For your $500, I am available when and as you need, and without limit on my time or effort, to provide whatever advice, counsel and assistance you need as you work thru the purchase process. It includes everything involved in the purchase process except the drafting or review, as appropriate, of the purchase offer and other documents required to consummate your purchase, or the formation of an LLC or other entity to be the purchasing entity; separate fees are charged (see below) for those services, some of which may be waived.
I urge you to shop around; I don't think you'll find anyone who will provide you with this breadth of legal advice, counsel and representation, and my depth of experience, at such little cost - and your cost might even end up being $0!
2. IDENTIFY BUSINESSES THAT YOU'RE INTERESTED IN PURCHASING.
I've included lots of resources on my Website to help you identify one or more businesses that might consider purchasing. There are links to Internet markeplaces that list businesses for sale, and links to the business for sale listings of several Valley Business Brokers.
Use there resources to identify several you might be interested in. I also have other resources that i can't include on my Website, but once you've retained me and i have an idea what you are looking for, I can search there to see if there is anything you might find appealing.
After you've identified one or more business that you might be interested in, contact me so we can go to the next step.
The next step is crucial: if you don't follow the instructions for the next step, you may end up having to pay for my services yourself.
3. I CONTACT THE LISTING BUSINESS BROKER, TO GET MORE INFORMATION ABOUT
THE BUSINESS THAT YOU'RE INTERESTED IN PURCHASING.
THIS IS THE CRITICAL STEP IF YOU WANT ME TO REPRESENT YOU AT LITTLE OR NO COST TO YOU: THE LISTING BUSINESS BROKER MAY NOT PAY ME A COMMISSION UNLESS I CONTACT HIM ON YOUR BEHALF FIRST. If you contact the listing Business Broker before I do, he may refuse to pay me any commission, in which case you will have to pay for my services yourself.
As soon as you let me know what business(es) you are interested in, I will contact the listing Business Broker(s), and request further information; I will also request that they confirm that they will pay me a commission if you purchase the business, so you will know whether my services on the purchase may be available to you at no cost. They will require that we both sign a non-disclosure agreement, agreeing to keep the information that they provide confidential. Once they receive the signed non-disclosure agreement, they will furnish the information to me, and i will forward it to you.
4. REVIEW THE INFORMATION ABOUT THE BUSINESS YOU'RE INTERESTED IN.
Now we roll up our sleeves and review the information that has been provided about the business, to determine if it is suitable, what kind of price and terms you want to offer, how you will finance the purchase, how the transaction should be structured, etc. We'll work together a lot in this step, bouncing ideas off each other, throwing out possibilities, considering alternatives, etc. You'll probably have a lot of questions; my job will be to help you find answers to your questions. As part of this step, we'll probably want more information about the business; I'll ask the selling Business Broker for it.
If you like what you see, and decide you want to make an offer, it's time to put it in writing....
5. SUBMIT AN OFFER TO PURCHASE THE BUSINESS YOU'RE INTERESTED IN.
At this point, it is my job to get your offer to purchase down in writing and submit it to the seller. Often, I will draft the purchase contract and other documents required for your offer. Sometimes, though, the listing Business Broker will have a form of purchase offer and related documents that he prefers to use; in these cases, I will instead be reviewing those documents, to make sure they contain what is needed to protect your interests in the transaction, and requesting revisions to those documents as necessary.
Up to this point, the only cost you've incurred for my services is the $500 initial retainer fee that you paid, and even that may be refundable; see Step 1. if you never submit a written offer to purchase a business, that is the only fee you'll ever have to pay me.
If you do go ahead and make an offer, then a second fee for my services may become due with the submission of a written offer to purchase the business you've selected, as follows:
$1,500 for the drafting and/or review of the purchase offer and other documents required to make your offer to purchase and to close the purchase.
But, even this fee is waived if I receive a commission from the selling Business Broker at the closing of your purchase of the business.
So, whether you incur any further cost for my services, beyond the $500 initial fee, depends on how your offer to purchase turns out:
If you close on the purchase and I receive a commission, not only is my fee for drafting and/or reviewing the purchase offer, etc., waived, but I will refund to you the initial $500 fee that you paid to retain me - IN WHICH CASE IT WILL HAVE COST YOU NOTHING TO HAVE ME REPRESENT YOU!
If you close on the purchase and I do not receive a commission for some reason (and we should both know, before you submit your offer to purchase, whether the listing Business Broker is going to pay me a commission - no surprises), then my $1,500 fee for drafting and/or reviewing the purchase offer and related documents is due at the closing of your purchase.
If your offer to purchase is accepted, but the transaction does not close, then my $1,500 fee for drafting and/or reviewing the purchase offer and related documents is due within 10 days after the cancellation or termination of the purchase contract.
Or, if your offer to purchase is not accepted, then my $1,500 fee for drafting and/or reviewing the purchase offer and related documents is due within 10 days after the rejection or expiration of your offer.
If you never make an offer to purchase, then you owe me nothing beyond the $500 fee you paid me initially to represent you.
AS YOU CAN SEE, IT WILL COST YOU LITTLE OR NOTHING FOR ME TO REPRESENT YOU. The worst case scenario is that you have to pay a total fee of $2,000, and that only happens if you make an offer to purchase that is never accepted or never closes, or if you make an offer on a business where the listing Business Broker is not willing to pay a commission to the buyer's broker. I believe that a fee in that amount, for the services that I will have provided thru that stage of the process, is substantially less than you would pay another attorney with my experience to provide similar serivces.
6. CLOSE ON YOUR PURCHASE OF THE BUSINESS!
If your offer is accepted, then we'll get going on the other documents that are needed and actions that must be taken to consummate your purchase of the business. When everything is done, all the documents get signed, you pay the purchase price, seller transfers ownership of the business to you, and the escrow agent closes the deal.
CONGRATULATIONS - YOU BOUGHT A BUSINESS!