Securities Acts: Securities Act of 1933 and Securities Exchange Act of 1934 - Must be considered if the sale involves transfer of securities. These acts govern registration, disclosure requirements, and anti-fraud provisions.
Hart-Scott-Rodino Act: Requires parties to large transactions to file pre-merger notifications with the Federal Trade Commission and Department of Justice for antitrust review.
Federal Trade Commission Act: Governs antitrust considerations and prohibits unfair methods of competition and deceptive practices that may affect commerce.
Internal Revenue Code: Federal tax legislation that governs the tax implications of business sales, including capital gains, asset vs. stock sale considerations, and tax liability.
State Corporate Laws: State-specific laws governing corporate entities, their formation, operation, and transfer of ownership.
State Contract Laws: State-specific laws governing contract formation, enforcement, and remedies that apply to business sale agreements.
Blue Sky Laws: State securities laws that regulate the offering and sale of securities to protect investors from fraudulent activities.
Uniform Commercial Code: State-adopted standardized laws governing commercial transactions, including sale of goods and secured transactions.
WARN Act: Worker Adjustment and Retraining Notification Act - Requires employers to provide advance notice of significant layoffs during business sales.
Intellectual Property Laws: Federal and state laws protecting patents, trademarks, copyrights, and trade secrets that may be involved in the business sale.
Environmental Regulations: Federal and state environmental laws that may affect business transfers, particularly for manufacturing or industrial businesses.
Privacy Laws: Federal and state laws governing the protection and transfer of customer and employee data during business sales.
Confidentiality Provisions: Legal requirements and best practices for maintaining confidentiality during the sale process and protecting sensitive business information.
Due Diligence Requirements: Legal framework for the investigation and verification of business assets, liabilities, and operations before sale completion.
Material Adverse Change Provisions: Legal clauses that address significant changes in business conditions that could affect the sale transaction.
