Planning and confidentiality.
Identify what must be transferred, and confirm the parties and the buyer's entity structure.
Buying a business involves more than agreeing on a price. You need clear terms, verified information, and documents that protect you from undisclosed liabilities. Our firm represents buyers in Philadelphia and across Pennsylvania in business acquisitions, from letter of intent through closing.
400+
Clients Helped
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Years Experience
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We advise buyers on the legal steps required to complete a business purchase with a clear allocation of risk.
Review and negotiate a letter of intent that includes exclusivity and access to due diligence.
Conduct due diligence focused on legal and operational risk.
Advise on deal structure, asset purchase versus stock or membership interest purchase.
Negotiate the purchase agreement, disclosures, and remedies.
Prepare and coordinate closing documents, consents, and transfers.
An LOI often sets the price, exclusivity, and key terms, making renegotiation difficult later. A legal review helps you keep flexibility and protect your leverage.
Exclusivity can prevent you from pursuing other opportunities while the seller controls the pace of diligence and drafting. Counsel can tie exclusivity to clear access, deadlines, and exit rights.
Deposits should be clearly documented, including refund triggers and what happens if due diligence reveals issues. Without written protections, buyers can lose money even when walking away is reasonable.
Due diligence requires a defined scope, a list of documents, and clear decision points. Early involvement helps you focus on the risks that affect value, operations, and closing conditions.
Seller-drafted agreements typically favor the seller on disclosures, remedies, and post-closing risk. Reviewing strategy early improves your ability to negotiate terms that matter.
Third-party approvals, lease consent, and lender requirements often extend timelines. Counsel can build realistic milestones and conditions so you are not forced into a rushed closing.
If you have an LOI, a draft purchase agreement, or a proposed closing date, speak with counsel before you sign or send a deposit. Early legal review can prevent avoidable risk and preserve negotiating leverage.
Business purchases often fail or become expensive for the same reasons. We focus due diligence and contract terms on the issues that most commonly impact buyers.
Lease assignment and landlord consent requirements.
Liens, UCC filings, and payoff-and-release documentation.
Non-transferable customer, vendor, and software contracts.
Employment and contractor classification exposure.
Accuracy of financial statements and seller disclosures.
Post-closing claims, including indemnity, escrow, and enforcement.
Sarah approaches matters with a structured process designed to reduce confusion and keep work aligned with the business objective.
Identify what must be transferred, and confirm the parties and the buyer's entity structure.
Set the commercial terms, due diligence scope, and exit rights.
Confirm legal, financial, contractual, and operational realities, then convert findings into deal terms.
Negotiate representations, warranties, disclosure schedules, indemnification, and closing conditions.
Coordinate assignments, consents, releases, and post-closing obligations.
Identify what must be transferred, and confirm the parties and the buyer's entity structure.
Set the commercial terms, due diligence scope, and exit rights.
Confirm legal, financial, contractual, and operational realities, then convert findings into deal terms.
Negotiate representations, warranties, disclosure schedules, indemnification, and closing conditions.
Coordinate assignments, consents, releases, and post-closing obligations.
This is a practical starting point. The scope of diligence should be tailored to the business and industry.
01 NDA and confidentiality agreements.
05 Bill of sale, assignment, and assumption agreements.
02 Letter of intent.
06 Lease assignment and landlord consent documentation.
03 Asset purchase agreement, stock purchase agreement, or membership interest purchase agreement.
07 IP assignments and transition documents, as needed.
04 Disclosure schedules.
08 Seller financing documents, including promissory notes and security documents, when applicable.
We tailor our support to the stage of your transaction and the urgency of your timeline. Our focus is to protect the buyer, manage risk, and keep the deal moving toward a clean closing.
We handle the legal work from start to finish, including LOI terms, due diligence, negotiation of the purchase agreement, and closing coordination.
If you already have an LOI or draft purchase agreement, we review, advise, and provide redlines with a practical negotiation strategy.
We help you structure diligence requests, identify key risks, and convert findings into protections such as closing conditions, escrows, or price adjustments.
We coordinate and review closing deliverables, including assignments, consents, lien releases, and transfer documents, to confirm you receive what was negotiated.
Sarah E. Holmes is the managing attorney at Holmes Business Law and advises businesses on acquisitions, sales, and ownership transitions with a focus on risk control, clear documentation, and efficient execution.
Transaction counsel for small and mid-sized businesses.
Litigation-informed drafting, stronger deal protections.
Direct, business-focused guidance on risk and remedies.
Negotiation support that protects position and keeps timelines moving.
Coordinates with brokers, lenders, and CPAs through closing.
Transactions require responsiveness, precision, and clear deal management. Clients regularly cite communication, speed, and practical negotiation as the reasons they rely on Holmes Business Law for business purchase and sale matters.
I really enjoyed working with Sarah. She helped me set up my ‘Contract for Service’ that I use to facilitate the client relationships for my business. She offered me excellent insight and advice throughout the process. She was also very patient with me and my workload, and she went above and beyond to help me create a thorough and thoughtful agreement that protects my interests as well as my clients.
– Rachael P.
I contacted Sarah to provide guidance with starting my business. I did my research beforehand and had consulted other lawyers. Sarah was the most knowledgable lawyer of all and was spot on with her analysis. I was convinced that she was the best lawyer for me after our first conversation! She listened very carefully and made the best recommendation for my personal situation.
– Wale O.
Sarah is completely trustworthy and approachable. She is always prompt with her responses and kept me informed on the progress of our paperwork. We have now used her on multiple projects and have been happy with our choice every time.
– Amy F.
Buying, selling, or merging a business involves important documents, risks, contracts, leases, assets, and liabilities that should be reviewed before closing.
Yes. An LOI can set exclusivity, timing, deposits, and deal terms that are difficult to change later.
Due diligence is the review and verification process to confirm the business’s legal, financial, and operational condition, and to identify risks that must be addressed in the contract.
An asset purchase focuses on specific assets and defined assumed liabilities. A purchase of stock or membership interest transfers the entity itself, which can carry broader exposure.
If landlord consent is required, it should be a closing condition. If consent cannot be obtained, the buyer may need alternative terms, a new lease, or the right to terminate.
Yes. We regularly negotiate seller-drafted agreements and broker forms, with buyer protections added where needed.
Timelines vary. Factors include the scope of due diligence, third-party consents, financing conditions, and closing deliverables.
Yes. Coordination with your CPA, lender, and broker is often necessary to keep structure, documents, and closing requirements aligned.
You should have the LOI and transaction timeline reviewed promptly to confirm obligations, deadlines, and leverage points before moving into exclusivity and definitive documents.
If you are preparing to buy a business in Philadelphia or Pennsylvania, we can advise you from LOI through closing, or step in for agreement review and closing support.
