PASSAMANI & LETANG PLLC

Business Purchase and Sale

Buying or selling a business involves more than just negotiating a price—it requires careful legal planning to protect your investment and avoid future disputes. From drafting and reviewing purchase agreements to conducting due diligence, transferring licenses, and structuring the deal for tax efficiency, every step must be handled with precision. Our firm represents both buyers and sellers in business transactions of all sizes, helping to identify risks, resolve legal issues, and ensure a smooth transition. Whether you’re acquiring a new opportunity or moving on from a business you’ve built, we provide the guidance and legal insight to close the deal with confidence.

We can help in all phases of the purchase and sale process. Common steps include:

1. Initial Discussions and Confidentiality Agreement
Parties explore the potential deal and often sign a Non-Disclosure Agreement (NDA) to protect sensitive information.
2. Preliminary Valuation and Negotiation of Terms
The buyer conducts a preliminary valuation and negotiates key terms like price, payment structure, and transition support.
3. Letter of Intent (LOI)
A non-binding LOI is signed outlining the basic terms of the proposed deal, subject to due diligence.
4. Due Diligence
The buyer investigates the business’s financials, legal structure, contracts, liabilities, assets, and operations to confirm the value and identify risks.
5. Draft and Negotiate the Purchase Agreement
A formal Purchase Agreement is prepared, detailing all terms, representations, warranties, and contingencies.
6. Address Legal and Regulatory Issues
Resolve any licensing, zoning, tax, employment, or regulatory matters required to complete the transfer legally.
7. Financing and Funding
The buyer secures financing, if needed, and ensures funds are in place for closing.
8. Closing the Transaction
Parties sign final documents, transfer ownership, and handle payment and escrow arrangements. Assets or stock are officially transferred.