The business attorney’s focus when advising a client selling a business is necessarily the transaction itself. Primary considerations typically include maximizing the purchase price, reducing the income and other (e.g., real estate excise) taxes resulting from the transaction, and minimizing post-transfer contingencies placed upon the seller’s receipt of the sale proceeds (e.g., earn-out provisions). Although all of these factors are important to the estate planning attorney, pre- and post-sale activities can be equally critical to best achieve the client’s long-term tax-minimization, succession, and charitable goals.
While this article is by no means comprehensive, it does discuss select issues the estate planning attorney should consider when a client intends to sell a closely-held business.