Farm and Agribusiness Purchase and Sale Transactions: Key Legal Issues for Buyers and Sellers

Description

Purchasing an agribusiness--comprising commercial farming or ranching, processing, packing, manufacturing, and other livestock, dairy or agricultural-focused operations--is fraught with legal issues well beyond real estate matters to resolve during the due diligence period. Working knowledge of the concerns, standards, and customs for addressing those matters is critical to a successful transaction.

When representing buyers or sellers in an agribusiness transaction, attorneys must be prepared to address issues that cross multiple practice areas. Counsel must ensure that the purchase and sale agreement provides an optimal roadmap through the acquisition and disposition process that considers all stakeholders, meets the parties' reasonable expectations, and defines the buyer's due diligence work parameters.

Key provisions include the buyer's ability to obtain financing, terms of assumed financing, insurance availability, essential terms and conditions, the property and consideration that will change hands, and the buyer's due diligence inspection rights. The parties should clearly articulate the scope of the buyer's inspection activities, the timeline for the buyer to conduct inspection activities, and the post-inspection treatment of information discovered.

Other critical issues include deed restrictions, covenants, encroachments, easements and access, environmental contamination and compliance, water and mineral rights, utilities, leases or other contracts that run with the land, and other land use concerns.

Listen as our authoritative panel discusses unique issues involved in purchasing or selling a farm or other agribusiness. The discussion will include threshold considerations, key terms and closing contingencies in the purchase and sale agreement, and best practices for full due diligence.