Our clients are first-time buyers of SBA 7(a)-financed $1-15m businesses nationwide. Expand your portfolio and achieve financial freedom within the next 3-9 months by expanding through acquisition.
You will not read your way to everything the seller knows. So the agreement has to protect you even where the diligence came up short.
The seller has run this business for years and knows where the soft spots are. You get a data room, a document request list and an exclusivity period that is already running. The process is built for speed, and speed favours the seller. Someone has to stop the clock where stopping it is worth money. That means the structure, the liabilities you take on, the liens, and the consents.
The agreement should name the liabilities you are taking and leave the rest with the seller. Part of the price should sit in a holdback for taxes a state can still collect from you. Liens should be cleared with payoff letters before anyone funds. The indemnity should survive long enough to be worth having. And the closing should be conditioned on the things you actually need.
Big firms bill $2,500 an hour and up, because at those firms the hour is the product. We rebuilt the back end around AI and process, so our clients land near $200 an hour effective. Same work, same agreement, same closing table. The bill is the only thing that changes.
None of these are exotic. All four land after the money has moved.
Buying assets instead of stock does not automatically leave the seller’s liabilities behind. Courts still hold asset buyers liable. It happens when the assumption clause was written too broadly, when the deal looks like a merger in everything but name, or when the buyer simply carries on the same business under the same roof. The most damaging evidence is often not the contract. It is the buyer telling vendors and customers that nothing has changed.
Many states make a buyer liable for the seller’s unpaid sales, use and other trust-fund taxes when a business is sold. Those are taxes the seller collected from other people and was holding for the state. Whether it applies, what notice is required and what cap exists are set by the state, not by your agreement. That liability lands on you because you did not file the notice or hold back part of the price. An indemnity is no help once the escrow is released, and no help at all once the seller has spent the money.
Outside a foreclosure, bankruptcy or receivership, the assets you buy stay subject to whatever is already filed against them. That is true whatever the agreement says about liabilities. Old filings from loans repaid years ago block a clean transfer exactly like live ones. No lender advances against collateral that still carries somebody else’s security interest. So an unreleased lien is also a reason the funding stops on closing day.
Most commercial contracts bar assignment without consent, so every counterparty who matters gets a veto and a chance to reprice. A landlord can reopen the rent, or take the space back instead of consenting. A licensor who competes with you can name a price. Many permits do not transfer at all. A stock deal only half solves it, because change-of-control clauses fire even when the contracting company never changes.
The accountant tests whether the earnings are real. Turning that answer into money off the price, or into a promise you can enforce, is the lawyer’s job.
Your leverage peaks the day before you grant exclusivity. We mark which parts of the letter bind you and which do not. We write exclusivity to end on defined events, not on a date you keep asking to extend. Asset deal or stock deal, the tax treatment and the holdback get settled there. So does your right to set money off against the seller note, in plain words instead of ‘customary terms’.
We agree with you at the start what would kill this deal. Then you hear about a problem the day it turns up, not in a report at the end. A finding that sits in a report changes nothing. Every material one gets carried into the negotiation while there is still time to use it.
We draft or redline so the assumed liabilities, the indemnity, the working capital definition and the remedies section do not contradict each other. We read the term sheet and the lender’s own program rules against the agreement. That way the conditions you sign up to are the conditions the lender is actually imposing.
We chase the consents on a written timetable, with a fallback for the ones that will not arrive in time. We clear liens with payoff letters or terminations, then re-run the searches just before closing to confirm nothing new was filed. Both sides agree a funds flow memorandum before any money moves. Anything that can be signed early gets signed early.
Joe Prencipe trained at the leader of the Magic Circle of global law firms, at the fourth largest law firm in the world and at Morgan Lewis & Bockius, and clerked at the U.S. Securities and Exchange Commission. That is the training the other side pays a large firm for. The lawyer who reads your file is the one who does the work, start to finish, and not an associate at any point.
Full episodes, nothing gated and no signup. It is the same explanation you get on a first call. What the structure actually does, what the letter of intent actually commits you to, and where a buyer’s money quietly goes missing between signing and closing.
A running file on the parts of an acquisition that decide what you own once the deal is done. It is written for the person signing the note, not for lawyers. New entries are added as they are written.
The banker or the broker prices the business. The quality-of-earnings accountant tests whether the earnings are real. Everything below is the other half, and it decides what you are holding once the deal is done.
Your leverage is highest at the letter of intent, and most buyers spend it before they ever call a lawyer. One call, no charge, and you will know exactly what that document commits you to.