Practice area
Buying & selling a business
The transaction that reads every decision the company has made since formation, and prices the ones nobody wrote down.
What this usually looks like
Someone has made an offer, or you have found the company you want to buy, and the letter of intent is already circulating. What follows reads every agreement, every filing, and every promise made since the business started. The gaps that turn up are rarely dramatic. They are ordinary paperwork nobody closed out, and closing puts a price on every one of them.
A sale is read backwards. Everything decided casually at the beginning is examined closely at the end, by somebody whose job is to find what was skipped.
What is included
The work, itemized
- Letter of intent and exclusivity termsThe document that looks non-binding and sets the shape of everything after it.
- Buy-side and sell-side diligenceRun as a list with owners and dates, not managed as a shared folder.
- Purchase agreement negotiationRepresentations, covenants, and the conditions that decide whether closing happens.
- Disclosure schedules assembled properlyThe part left until last, which ends up deciding what a representation means.
- Escrow, earnout and indemnity termsWhat is held back, for how long, and what releases it.
- Closing mechanics and post-closing itemsSignature logistics, funds flow, and the list that survives the closing dinner.
Fit
Whether this is your problem yet
When you need this
You have received an offer, signed a letter of intent, or started diligence on a target. Each of those is a point where the terms are still movable, and the cost of reading the whole file now is a fraction of the cost of discovering the same thing later.
When you don't
You are having an early conversation with a possible buyer and no numbers have changed hands. Nothing is binding, nothing is being priced, and paying for documents before there is an actual deal to document is expense you can defer without any real risk.
Proof point
From the other side of the table
I grew a real estate title company from the ground up in 2019 and sold it to Real REMAX Group, Inc. (NASDAQ: REAX), then stayed on as CEO of the business I had just sold, running it until early 2025. I have sat on the sell side of that table, not just advised someone sitting there.
Related
What usually comes next
Business formation & corporate maintenance
The paperwork that decides who owns what, who decides what, and what happens when one of you wants out.
Contracts & employment matters
The agreements the business signs once it exists, and the terms on which it hires the first people who are not founders.
Let's talk
Tell me what you're building
The first conversation is free and takes as long as it takes. If the answer is that you do not need any of this yet, that is the answer you will get.