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Selling Your Business? Hire an Attorney to Increase the Bottom Line

Most people think hiring an attorney is only necessary when there is a problem. However, the best time to seek an attorney’s advice is when you are starting the process of selling your business, when you are thinking about buying or starting a business, and before there is ever a problem.

That’s the advice of Hanwei Cheng, senior counsel of Ed Lee Law Group PC in Los Angeles. Cheng made the remarks in a recent podcast that addressed a common question posed by first-time sellers of businesses: Why do I need to hire an attorney? Here’s a partial transcript …

“Most business owners who end up in lawsuits thought they had everything under control. As an attorney, I see this time and time again; a business owner who thought they understood the terms of the sale, but are now being sued because of the ‘fine print.’

“As an attorney, what we do best is problem-solving, so we can anticipate certain contingencies that may arise and we try to prevent those issues before they actually happen. Once those issues arise, that’s when hiring an attorney becomes expensive. By then, the business owner has found himself knee-deep in litigation, and hiring a litigation attorney is costly. However, when you hire a transactional attorney, one who helps oversee the process of selling a business, who can help with documents, and who can foresee future issues and help prevent problems that may arise that could eventually lead to litigation, you are looking at a much lower cost.

“A lot of people think they have everything under control, but then, all of a sudden, there is an unexpected dispute with an employee or some sort of dispute with a landlord and that is when you could get into litigation. However, if that same owner would have taken a little bit of extra time, and possibly a little bit of extra money to retain an attorney from the beginning, then those problems would have been nipped in the bud before they amounted to an expensive, messy, litigious battle.

When you are ready to sell your business, you will not want to go see the same attorney who helped you write your will, unless he or she knows about selling a business and everything that is involved in that very complicated process.

“So, as a business owner, now you know you should probably consult an attorney at some point. When should you consider hiring one?

“To answer this I will use a common example we can all relate to — going to your doctor for checkups. Why do we go get annual checkups when we believe we’re extremely healthy and have no problems?

“We want to have that reassurance from a professional that everything is okay and there is nothing going on under the surface that we, those of us who aren’t doctors, aren’t trained to see. It is kind of the same thing with an attorney — you want to go get a ‘checkup,’ and have him look over your documents and procedures and make sure everything is OK, so that no problems arise. Maybe your business appears to be running smoothly or the sale transaction seems straightforward, but under the surface, there is something you did not catch because you aren’t trained to spot the issues that may arise.

“The next logical question that follows is: do I need a specialized attorney or just a general practitioner?

“To piggyback off the previous answer, even though you go to your general doctor for your annual checkup, if you are having trouble seeing, you go to an eye doctor. If you find that you hurt your back, you would find a doctor that can help you with that issue. The same is true for finding an attorney. Because the law is too extensive and there are so many different topics, it is impossible for one attorney to specialize in every area of the law. Think about how many areas of law there are: family law, property law, employment law, tax law, wills and trusts, business law, and so on. And even within business law, there are so many different areas that encompass that area. When you are ready to sell your business, you will not want to go see the same attorney who helped you write your will, unless he or she knows about selling a business and everything that is involved in that very complicated process.

“At my firm, we do a lot of property law; we do corporate governance, we do business formations, we handle labor and employment issues, we do all sorts of interrelated services related to business. For that reason, a lot of our clients will come to us with a rough idea for a business or a product and we can help them figure out the best way to structure their new business, either an LLC or a Corporation, and then we are able to take that same idea and provide intellectual property protection, such as patterns, copyrights, and trademarks.

“This is a benefit of finding a specialized attorney over a general practitioner. We are, essentially, a one-stop shop for our entrepreneurial clients. We can do general work, such as health council work for a client, but we can also draft the employment contracts and help our client navigate the murky waters of California’s labor employment laws, once they start growing their business and need employees.

“For example, California’s labor employment laws are very stringent compared to the rest of the country and there are just so many loopholes nowadays. Further, everybody is litigious against employers for almost everything, there are so many areas and there is such a need to protect yourself as an employer. Save yourself time, money, and stress by talking to an attorney at the beginning, before you run into problems.”