FOCUS: Commercial & Business Litigation

Due Diligence Identifies Fraudulent Transaction Before Company Sale

The client engaged a broker to help sell his company as well as some real estate assets. The broker had secured what appeared to be a very high purchase price for the business from someone Golan Christie Taglia immediately identified as a questionable buyer.

The buyer, who was also an attorney representing himself, had drafted a questionable letter of intent. He wanted to pay for the acquisition by selling off the company’s accounts receivables prior to closing and wanted to close the deal as soon as possible. The dual challenge facing Golan Christie Taglia was to protect the client’s business while still helping him continue to position his company for a sale.

The first order of business for Golan Christie Taglia's attorneys was to negotiate with the buyer over the deal’s structure to ensure that the transaction was appropriately secured. They took a hard stance on the matter and refused the buyer’s offer to sell off the accounts receivable. They also insisted that the client hold off on closing the deal until Golan Christie Taglia could perform more due diligence.

The Golan Christie Taglia due diligence process revealed that the buyer had misled the client by saying he had the backing of a separate company that he owned, when in fact he did not. They also discovered that the buyer had acquired numerous companies in the past and depleted all of those companies’ assets without honoring any of his commitments to the companies. Golan Christie Taglia’s attorneys promptly told the client to terminate the deal.

Golan Christie Taglia’s systematic, thorough work prevented the client from rushing into what turned out to be a fraudulent deal, saving the client his entire business. Golan Christie Taglia’s attorneys also worked with the client to help him increase the value of his business.