DUE DILIGENCE PRIMER FOR BUYING OR SELLING A BUSINESS
Continuing on the prior months' themes concerning purchase and sale of businesses, this month's article is on select due diligence of buyers purchasing businesses that include real estate.
The following is a list of the types of due diligence materials that a buyer should be reviewing (and the seller should be providing):
This list is not comprehensive but gives you an idea of the minimum docs that a prudent buyer should be prepared to review and the docs a seller should be willing to provide (under a confidentiality agreement, of course, or a binding agreement containing confidentiality provisions).
- Seller entity information
- Financial Information
- Physical Assets
- Real Estate (owned and leased)
- Intellectual Property
- Employees and Employee Benefits
- Licenses and Permits
- Environmental Due Diligence
- Taxes (including verification)
- Material Contracts
- Customer Information
- Insurance Coverage
Ms. Drury is a Shareholder in the firm of Marquis Aurbach Coffing in Las Vegas, Nevada, and is chairperson of their transactional department. Drury was named a Leader in the Field of Real Estate for 2011 and was also named by Best Lawyers in America in the specialties of Corporate Law and Real Estate Law for 2011. Ms. Drury's practice focuses on transactions, with an emphasis in real estate. She documents and oversees entity formation, land and business acquisition, construction agreements, loans (construction and permanent), general operational and contract needs, and the ultimate sale of land or improved properties and businesses. Ms. Drury serves on the Executive Committees of the State Bar of Nevada's Real Property Law Section and Business Law Section, which, among other things, draft statutes for consideration and adoption by the legislature of the State of Nevada. Prior to joining Marquis & Aurbach, Ms. Drury served as Associate General Counsel at Station Casinos, Inc. Ms. Drury has a Bachelor of Arts in International Relations and Print Journalism from the University of Southern California, with a minor in Business Administration. She has a Juris Doctor Degree from the University of California, Hastings College of the Law.