At The Law Office of Chad D. Cummings, our firm's principal offers a compelling combination of legal and accounting expertise, and we are ready to help you navigate the complex process of selling your business. Our team, led by a professional who is both a Certified Public Accountant (CPA) and an experienced business attorney admitted to The Florida Bar and the State Bar of Texas, is prepared to handle the intricate financial and legal concerns from preliminary discussions through closing and disbursement.
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Meet Chad
/Licensed Attorney and CPA
I am an attorney and Certified Public Accountant serving Florida and Texas.
Previously, I served in operations and finance with the world’s largest accounting firm (PricewaterhouseCoopers), airline (American Airlines), and bank (JPMorgan Chase & Co.). I have also created and advised a variety of start-up ventures.
I am a member of The Florida Bar and the State Bar of Texas, and I hold active CPA licensure in both of those jurisdictions.
I also hold undergraduate (B.B.A.) and graduate (M.S.) degrees in accounting and taxation, respectively, from one of the premier universities in Texas. I earned my Juris Doctor (J.D.) and Master of Laws (LL.M.) degrees from Florida law schools. I also hold a variety of other accounting, tax, and finance credentials which I apply in my law practice for the benefit of my clients.
My practice emphasizes, but is not limited to, the law as it intersects businesses and their owners. Clients appreciate the confluence of my business acumen from my career before law, my technical accounting and financial knowledge, and the legal insights and expertise I wield as an attorney. I live and work in Naples, Florida and represent clients throughout the great states of Florida and Texas.
“I hired Mr. Cummings to litigate for me. I hired a company to perform a job and it became a nightmare. . . . He very quickly acted and got the job done quickly for me. He made it happen in a few weeks and I had been waiting over a year. He looked out of me and what was best for me as his client. To me that is what you want when looking for a lawyer to represent you. I will be referring clients and friends to him.“
Client in Naples, Florida
“The much maligned legal profession got a definite lift when Chad decided to take up law. He brings a sharp mind, commonsense thinking and focus on details that allow any client to breathe a sigh of relief. His response time is fast, accurate and explanations are clear and concise. You won’t be left wondering “what did he say” after a conversation about the legal ramifications and available options. We are excited to share that Chad represents our firm. You will be too.“
Client in Dallas, Texas
“Chad is extremely detailed, very through, and professional. Highly recommended and will help you get the results. He was able to get us a very favorable settlement . . . he made a very detailed case which made the difference.“
Client in Naples, Florida
“Chad helped me relocate my small business from Texas to Florida and I could not have asked for a better person to do it than Chad. His service was PERFECTION from start to finish. He is clear and transparent with the fee and always punctual, detailed, and prompt with his answers for any question I had along the way. He is such a trustworthy person. I highly recommend Chad for any business-related case and for future business, I will absolutely come back to him without thinking twice.“
Client in Miami, Florida
“Chad is a kind and caring attorney who works tirelessly to help his clients. He is competent and thorough. He makes sure everything is up to date with current laws and he explains everything in a way so you can understand. I highly recommend him for your legal work.“
Client in Naples, Florida
“Chad advised me on a few business formation issues earlier this year, and I could not be more appreciative of his services. His real world experience in the business world coupled with his grasp of the law make for an invaluable advisor. I highly recommend his services.“
Client in Tampa, Florida
The most common mistake sellers make is waiting to hire an attorney to represent their interests until after an LOI is signed, often leaving money on the table . . . or worse.
1. Schedule your initial, no obligation consultation with our Attorney-CPA to determine if there is a fit and to explore the opportunity.
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2. Sign an electronic Letter of Engagement by DocuSign to formalize your legal representation and pay a one percent (1%) retainer fee calculated on anticipated gross selling price. No hourly fees.
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3. Following an intensive discussion of your goals and analysis of the proposed transaction (including risk identification and countermeasures), our attorney-CPA begins preparing a letter of intent (LOI) and other deal documents to facilitate the transaction, including a preliminary draft of the asset or stock purchase agreement and ancillary instruments based upon the bespoke, tailored nature of the unique transaction.
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4. An LOI is negotiated and signed, and if conversations are fruitful, a purchase agreement is negotiated and executed soon after. Skipping the LOI and proceeding directly to a purchase agreement negotiation is one of the most common (and costly) mistakes unrepresented sellers make.
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5. Buyer's due diligence commences. While the buyer is evaluating your business and supporting documentation, our attorney-CPA will assist you in evaluating the buyer's financial suitability and business acumen necessary for closing the deal and operating the business. This is especially critical when the buyer is relying on third-party financing to close the deal. Failure by the seller to perform their own due diligence of the buyer is another common and often fatal mistake, even where the buyer is "all cash."
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6. Our attorney-CPA will represent you at every stage of the transaction, while you remain in the captain's chair without worrying about runaway hourly fees.
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7. At the conclusion of the due diligence period, the buyer may: (a) continue to closing; (b) attempt to renegotiate the purchase agreement to account for the results of due diligence; or (c) walk away. Our attorney-CPA will work closely with you to manage the process and maximize the likelihood of a successful (and profitable) closing on your terms.
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8. At final closing, receive your funds via wire transfer from the settlement agent less our legal fee of three percent (3%) of the final, gross selling price (that's a total of four percent (4%) with no hidden legal fees).
Our attorney-CPA will be available throughout the deal cycle to represent you in discussions with the buyer, buyer's attorney, and other participants. You will be in constant, direct contact (no paralegals or "assistants") with our attorney-CPA speaking several times each week via phone and email from the initial overtures through the final disbursement. If the deal doesn't close, pay no additional legal fees beyond the initial one percent (1%) retainer.
✔️ 30 minute phone consultation with Chad D. Cummings, attorney and CPA, to determine if there is mutual fit and interest
✔️ Representation with buyer, buyer's attorney, and buyer's agents (e.g., their accountants, banks, and financial advisors)
✔️ Preparation, negotiation, revision, and execution of all legal instruments reasonably necessary to consummate the deal on your terms
✔️ Communication with Chad throughout the deal cycle at reasonable frequency during normal business hours to stay abreast of the transaction status
✔️ Preliminary lien search to identify and resolve any encumbrances on business assets
✔️ Unlimited revisions to the sale documents as reasonably necessary to carry out and close the deal
✔️ Representation at final closing
✔️ All documents prepared, reviewed, and filed by a REAL attorney and CPA (not an assistant, paralegal, or broker)
What's Not Included in the 4%:
➖ Disbursement/escrow services: to avoid a conflict of interest, we do not handle escrow or settlement within the firm. We are happy to recommend preferred escrow/settlement agents (typically $1,500 depending on deal size)
➖ Title services and real estate conveyance: for business sales requiring the transfer of real property assets, the buyer and seller will need to agree upon and retain the services of a title company and escrow agent. We can offer qualified referrals in this regard.
➖ Tax Consulting: Preparation and filing of tax returns, tax planning, retirement planning, and tax strategy are beyond the scope of our representation. Most of our sellers already have their own tax professionals and wealth managers. We can offer referrals to trusted tax advisors and wealth management firms if appropriate.
➖ Bookkeeping and "clean-up" work associated with preparing financial statements, back taxes (including sales and payroll), and bank records: we routinely represent clients who already have in place effective managerial and financial accounting systems and controls. These additional services are available by consultation at additional charge.
Why Choose The Law Office of Chad D. Cummings?
✔️ Enjoy peace of mind knowing that your documents are prepared, reviewed, and filed by a licensed attorney and CPA with Fortune 500 experience and a brick-and-mortar office, not by a fly-by-night non-attorney (and possibly illegal) online "service" or "consultant"
✔️ Direct access to a real attorney by email (also available over the phone or face-to-face by appointment) during normal business hours, not an assistant or go-between
✔️ Complimentary, no obligation 30 minute phone consultation available before making any commitments
✔️ Innovative, contingency-fee driven model means no runaway hourly fees
✔️ 100% electronic, online filing, scheduling, and communication (no snail mail) whenever possible
Navigating the Business Sale Process: A Comprehensive Guide
Selling a business is a significant undertaking that is often the most complicated time in an entrepreneur's life. As a dual-licensed attorney and CPA, I offer unparalleled expertise to guide you through this intricate process on a cost-effective and transparent basis.
A. Understanding Business Valuation
Valuation is a critical first step in selling your business, as it sets the stage for negotiation and market positioning. A critical mistake business owners often make is choosing a valuation for their business without undertaking a thorough analysis using one or more time-tested approaches (e.g., discounted cash flow modeling, market comps, EBITDA forecasting and multiples, geographic analysis, macroeconomic analysis)
Approaches to Valuation: Together, we will explore various valuation methods, selecting the methodology that most accurately reflects the value of the business and "tells the story" of the opportunity, including asset-based approaches, earning value approaches, and market value approaches, all in service of determining the fair worth of your business.
Factors Influencing Valuation: We consider numerous factors like industry trends, financial performance, customer base, market position, and growth potential. This holistic approach ensures a comprehensive valuation, not a "back of the envelope" guess.
Sensitivity Analysis: Depending upon the complexity of your business and the proposed transaction, we may leverage sensitivity analyses to explore "what-if" scenarios to provide sure footing during negotiations.
B. Deciding Between Stock and Asset Sales
The alternative between a stock sale and an asset purchase has significant legal, operational, tax, and liability implications and is often the major factor (in addition to gross selling price) that determines the viability of the transaction.
Stock Sales: In a stock sale, the buyer purchases the selling company's stock directly from the shareholders. Sellers often prefer this approach for its simplicity, as well as the fact that it significantly reduces the seller's post-closing legal liability associated with the buyer's purchase and operation of the venture.
Asset Sales: In an asset sale, the buyer purchases individual assets of the company, not unlike a "shopping list." Buyers often prefer this approach to minimize their exposure to liability post-closing, as well as the opportunity to "pick and choose" which assets and liabilities they will assume at the cost of added complexity and risk for the seller.
C. Preparing for the Sale
Preparation is key to a successful sale. A realistic understanding of the process and reasonable expectations are crucial ingredients for a successful deal:
Organizing Financial Records: Accurate and organized financial records are essential for a smooth sale process, including at least three years' tax returns. Our firm will work with your bookkeeper and accountant to ensure seamless delivery of materials to the buyer's counsel during due diligence.
Operational Review: Assessing the operational aspects of your business, such as employee contracts, existing client agreements, and supplier contracts, is vital. This review helps identify potential risks that could affect the sale and opportunities to enhance selling price and other key terms.
Legal Compliance: Sellers will be asked by buyers to provide certain representations and warranties in the purchase and sale agreement.
D. Marketing Your Business for Sale
Effectively marketing your business to potential buyers is crucial. While most sellers already have one or more prospective buyers in mind, we can assist by providing effective screening of buyers and in negotiating the substantive deal terms:
Buyer Identification and Screening: Identifying the right buyer is critical. This demands a thorough understanding of the buyer's expectations, as well as the buyer's business acumen and financial capability to close the sale on the negotiated terms and in a reasonable time.
Negotiating the Sale: Sellers often commit the fatal error of focusing exclusively on the gross selling price to the detriment of other substantive deal terms.
You wouldn't perform brain surgery on yourself.
Why would you try to sell your business without an attorney?
During the due diligence phase, while it is primarily the buyer's responsibility to perform a thorough examination of the business, the seller must be prepared to provide comprehensive documentation. This process ensures transparency and aids the buyer in assessing the business's value and risks. As the seller's representative, our role focuses on ensuring the financial and operational suitability of the buyer and designing an efficient due diligence process that weighs the costs of production against the information value contained therein.
Documentation Typically Requested from the Seller:
Financial Statements: Profit and loss statements, balance sheets, and cash flow statements from the past three to five years.
Tax Returns: Business tax returns for the last three to five years.
Lease Agreements: Copies of any real estate or equipment lease agreements.
Contracts and Agreements: Includes client contracts, supplier agreements, and any other legal documents.
Organizational Documents: Articles of Incorporation, bylaws, business permits, and licenses.
Employee Information: Details of key employees, employment contracts, and organizational structure.
Asset Inventory: Detailed list of business assets including equipment, inventory, and intellectual property.
Existing Loans and Debts: Information on outstanding loans, debts, and lines of credit.
Operational Data: Production processes, supplier lists, and customer base analysis.
Compliance Records: Documentation of compliance with relevant regulations and laws.
Business brokers cannot provide legal advice nor prepare deal documents.
In the process of selling a business, bespoke legal instruments and deal documents are crafted to align with the particularized goals, risks, and tolerances of our clients. These documents are essential to the transaction, and their accuracy and specificity are paramount.
Note: Each transaction is unique, and not every transaction will require the same documents. The following is a comprehensive list of potential deal documents:
Letter of Intent (LOI): An initial non-binding document outlining the basic terms of the deal.
Purchase Agreement: The primary legal document that outlines the terms and conditions of the sale.
Non-Disclosure Agreement (NDA): Ensures confidentiality throughout the negotiation process.
Employment Agreements: If key employees will be continuing post-sale, these agreements define their roles and terms.
Non-Compete Agreements: Prevents the seller from starting or engaging in a similar business for a specified period.
Asset Purchase Agreement: Used specifically in asset sales to list the assets being sold.
Stock Purchase Agreement: Used in stock sales to transfer ownership of shares.
Lease Agreements: If the business involves leased property or equipment, these need to be transferred or renegotiated.
Vendor/Supplier Agreements: Documents transferring or establishing agreements with suppliers and vendors.
Client/Service Agreements: Transferring or establishing agreements with existing clients.
Compliance Certifications: Certificates ensuring the business meets all legal and regulatory requirements.
Receive a Copy Our Free Ebook: Effective Legal Representation in Selling Your Business
Enter your email address to receive a free copy.
Why Professional Legal and Financial Guidance is Essential
The complexity of selling a business demands expert legal guidance. It cannot be left to chance, ChatGPT, or Google. The "do-it-yourself" approach is best left to weekend projects around the house, not the most significant financial decision of your life.
Legal Expertise: Attorneys provide focused knowledge of business law, ensuring all aspects of the sale comply with state and federal regulations.
Negotiation Skills: Experienced in negotiations, attorneys can secure better terms and protect your interests in the sale agreement.
Contract Drafting and Review: An attorney ensures all contracts are legally sound, clear, and enforceable, minimizing future disputes.
Risk Mitigation: Lawyers identify and address potential legal risks, protecting you from future liabilities and legal complications.
Due Diligence Oversight: While the buyer conducts due diligence, your attorney ensures your interests are safeguarded during this process.
Tax Implications: Legal counsel helps navigate complex tax implications of the sale, aiming to optimize your financial outcomes.
Confidentiality Management: Attorneys help maintain confidentiality throughout the transaction, protecting sensitive business information.
Dispute Resolution: In case of disputes, having legal representation can expedite resolutions and avoid costly litigation.
Customized Solutions: Every business sale is unique, and attorneys provide bespoke solutions tailored to your specific needs and goals.
Peace of Mind: Knowing a professional is managing the legal aspects of the sale allows you to focus on your future plans with confidence.
Why Choose The Law Office of Chad D. Cummings?
Gain confidence with document preparation, review, and filing handled by an experienced attorney and CPA with Fortune 500 background, based in a physical office, unlike transient online-only "services" or "consultants"
Access a genuine attorney directly via email (also available for phone or in-person meetings by appointment) within standard business hours, bypassing intermediaries or assistants
Enjoy a complimentary, obligation-free 30-minute telephone consultation before any formal engagement
Benefit from a forward-thinking, contingency-based fee structure, avoiding unpredictable hourly charges
Embrace a 100% digital approach to filing, scheduling, and communication, sidestepping traditional postal services
Utilize DocuSign for efficient and secure electronic signatures as required
Flexible digital payment methods available, including the option for cryptocurrency transactions
Receive weekly email updates offering a comprehensive "deal roadmap", guiding you from the initial discussions to the final closing
Investing in a competent attorney-CPA to represent you in the sale of your business can provide a 10x (or even greater) return.
