Buying or selling a small business
Clear agreements that match the deal you negotiated, and protect you after closing.
For buyers
- Review and negotiation of the letter of intent
- Deal structure: asset purchase or stock purchase
- Asset or stock purchase agreement drafting and negotiation
- Representations, warranties, indemnities and escrows
- Non-compete, transition and consulting agreements with the seller
- Commercial lease assignments and landlord consents
- Closing documents and post-closing checklist
For sellers
- Preparing the business and its records for a buyer's diligence
- Negotiating the LOI before exclusivity locks you in
- Limiting post-closing liability and indemnity exposure
- Seller financing terms and security for your note
- Earn-out protections
- Employee, customer and landlord transition
- Closing and wind-down of the old entity
Common questions
Should I buy the assets or the stock of a business?
Most small-business purchases are asset purchases, which let the buyer choose which liabilities to take on and often carry tax advantages. Stock purchases can make sense when contracts, licenses or permits are hard to transfer. The right structure depends on the business, the financing and the tax picture.
When should I involve an attorney?
Before you sign a letter of intent. Even a non-binding LOI sets price, structure, exclusivity and key terms that are hard to change later.
Do you work with business brokers?
Yes. I regularly work alongside business brokers, lenders and accountants, and represent either the buyer or the seller, never both in the same deal.
Talk through your deal
A short call is the fastest way to see what your purchase, sale or financing needs.
Schedule a consultation