The first article in this series emphasized the need to build an integrated buy-side team of outside and inside counsel early on in a transaction to

- Ensure that adequate and knowledgeable resources are “at the ready” during the transaction process;

- Allow team members to develop their individual roles in the collaborative mission;

- Advise the client with respect to structuring the transaction in accordance with strategicimperatives; and

- Ensure that the client is nimble enough to execute as much of the transaction as possible on the terms.

These needs are even more pronounced when the client intends to engage in sale transactions. Advance planning by the seller gives substantial advantage in managing the sale process and concluding a successful negotiation. effective collaboration between inside and outside counsel can be a tremendous asset in this endeavor.

Early Preparation and Education

Preparing for the sale of a business or business unit entails a plethora of legal issues that are best identified and dealt with up front. However, because many clients underestimate the scope of the lawyer’s job in successfully completing a transaction, lawyers often are brought in late in the process. Alas, many think of the lawyer’s job as “papering the deal” after the parties have settled the financial and other basic terms (and sometimes even after confidentiality agreements, banker engagement letters or letters of intent have been executed). By waiting to engage lawyers until these key terms have been decided, the seller forgoes a valuable opportunity to shape the transaction.