When You’ve Outgrown Calling a Lawyer and Aren’t Ready to Hire One In-House
There’s a stage most growing companies hit where the way they buy legal stops working. It’s the point where a fractional general counsel becomes worth understanding — though most owners have never had it explained to them as an option. It isn’t a crisis. It’s an accumulation. Contracts come in faster than anyone reviews them. […]
The Lease Clause That Can Kill Your Business Sale
You’ve agreed on a price. Diligence is done. The purchase agreement is drafted. And then somebody finally reads the lease. Lease assignment and landlord consent stall more deals than most sellers expect. For a restaurant, a salon, a medical practice, a retail shop, a gym, a daycare — any business where the location is part […]
Representations and Warranties When You Sell Your Business: What You Have to Disclose
The purchase agreement will have a section, usually a long one, where you make formal statements about your business. That the financials are accurate. That you own what you’re selling. That your taxes are paid. That there’s no lawsuit you haven’t mentioned. That you’ve complied with the laws that apply to you. Those are the […]
The Diligence Checklist a Buyer Will Run on You — and What to Fix First
There’s a version of selling your business where diligence goes smoothly, the buyer’s questions get answered in a day, and the price you agreed to in the letter of intent is the price at closing. That version happens when the cleanup was done before anyone went looking. The opposite version is more common. A buyer’s […]
I Want to Buy a Business: 12 Steps to Take Before Making an Offer
If your starting point is “I want to buy a business,” do not begin by negotiating the asking price. Begin by defining what you can operate, finance, and verify. Before making an offer, identify your acquisition criteria, assemble advisers, screen the seller and opportunity, normalize earnings, test transferability, choose a preliminary structure, and decide the […]
How to Sell a Business in Pennsylvania: What Actually Happens From LOI to Closing
Most people sell one business in their life. The buyer across the table may have bought three. The broker has done a hundred. You’re the only person in the room learning the process while it’s happening. So here’s the sequence, in the order it actually happens, with the parts that cost sellers money marked. Step […]
Can You Buy an LLC Online? Risks of Purchasing an Existing or Shelf Company
You can buy an LLC online, but the website listing and electronic signature do not make the entity clean or useful. An existing LLC can carry debts, tax exposure, lawsuits, contracts, liens, compliance failures, and a disputed ownership history. A shelf LLC may have been formed earlier and held inactive, yet its age does not […]
The Non-Compete You Sign When You Sell Your Business Is a Different Animal
You’ve heard that non-competes are hard to enforce. You may have heard it from a lawyer. That’s mostly about employment non-competes — the ones companies ask employees to sign. The non-compete you sign as part of selling your business is analyzed differently, and courts have long treated it more favorably. Assume the one in your […]
Buying an Online Business: Legal Due Diligence for E-commerce, SaaS, and Digital Assets
An online company can appear transferable because it has no storefront, but its value may depend on accounts and licenses that cannot simply be handed over. To buy an online business safely, verify who owns the domain, code, content, trademarks, customer data, payment accounts, and platform relationships before price and closing terms become fixed. The […]
“Non-Binding” Letters of Intent Are Not Entirely Non-Binding
You’ve agreed on a price. The broker sends over a non-binding letter of intent. It says right there in paragraph nine that it’s non-binding, so you sign it and figure the real negotiation starts with the purchase agreement. Here’s the short version: some parts of that letter almost certainly do bind you, and they’re usually […]