To sell a business in Illinois, the sale will generally be structured either as an acquisition or as a merger.  Acquisitions are most often in the form of an asset purchase, whereby the seller sells substantially all of the the businesses assets, generally free and clear of any liabilities.  Illinois business acquisitions can also be in the form of stock sales, where the seller sells the businesses or shareholders stock (or LLC members membership units) and the buyer then takes over the business, instead of just selling substantially all of the businesses assets, inventory, intellectual property or merchandise.  A merger, or the "marriage" of two businesses, shares many characteristics of an asset purchase and a stock purchase (or membership unit purchase for LLCs), but at the end of the transaction the two businesses are combined as one.

Illinois Business Acquisitions

Because a merger and acquisition is the transfer of a business to an acquiring entity, and business transaction becomes inherently complex (whether looked at from a strictly legal, financial, or another perspective).  To that end, a sale of a business is more complex than many business owners imagine.  Take a standard type of transaction, a small private company that wants to sell its existing business to another business or individual.  Even this seemingly simple business transaction is fraught with complexity because the business and its assets, including its employees and executives, must be identified and legal constraints on its transfer must be identified.  For instance, are contracts assignable?  Is the intellectual property, including trademarks, patents, and copyrights, being transferred to the acquiring business?  What are the employment implications of this transfer?  What are the tax an accounting issues?

For most private small business mergers and acquisitions, our Chicago business lawyers, Chicago intellectual property lawyers and team of financial professionals will effectively guide you and your business through the complexities of this type of business transaction.