The Purchase and Sale of a Business

This program examines the purchase and sale of a business. As the end game of any transaction is the contract, the program opens with a brief discussion on contract preparation. It then examines the four stages of the acquisition of a business: first, pre­ contract considerations attendant to the three types of acquisition: asset purchase, stock purchase, and merger; second, pre-acquisition-agreement documents including letters of intent, term sheets and confidentiality agreements; third, the acquisition agreement, itself, including, among others concerns, warranties and indemnities; and finally related documents and concerns including shareholder arrangements, employment contracts and opinion letters. The program also addresses two anomalous New York statutes that bear on the acquisition of a privately-held corporation or an LLC that does business in New York.

 

Presenter Bios

 

Peter Siviglia, Esq. was born in Brooklyn, NY, when the Dead Sea was first beginning to feel ill.  He is now semi-retired from the practice of law, spending much of his time writing about contract preparation and teaching his grandchildren the games he played on the streets of Brooklyn. 

 

Peter received a BA from Williams College in 1961, graduating Phi Beta Kappa with Highest Honors; an MA from Brown University in 1962; and a JD from Harvard University in 1965. 

 

He has practiced law in New York continuously for more than 50 years, mostly in Manhattan, representing clients both domestic and foreign, public and private. His practice concentrates on transactional and corporate matters, and he has served as correspondent and special counsel to major international law firms on contract matters and negotiating. 

 

All of Peter’s contracts that have been involved in litigation have been enforced against the defaulting party, without exception on summary judgement, based solely on the words of the contract.  In one case a Federal District Court in New York, quoting the entire agreement in its opinion, wrote “Nothing could be more clear…”; and a Texas appellate court, in a unanimous three-judge opinion, repeatedly citing the contract’s “clear wording” and “unambiguous” text, concluded that “Under the Agreement’s unambiguous language … [the defendant] must pay the Fee” ($21 million). 

 

Before retiring to Tarrytown, NY, Peter was co-managing partner of the firm Sharfman, Siviglia, Poret, Kook, Ross & Shanman, P.C. Peter is a member of the New York State Bar association.