Intake and transaction assessment
We identify the deal structure, timeline, parties, financing status, and the documents in play, including LOI, draft agreements, and diligence materials
Buying or selling a business, and concerned you are missing material legal risk
Clear deal structure, closing conditions, and timelines.
Diligence focused on liabilities, transferability, and compliance.
Negotiated risk allocation, including reps and warranties, indemnification, and escrows.
Closing documentation, including assignments, consents, and release deliverables.
400+
Clients Helped
17+
Years Experience
250+
Trademarks
4.8 Stars
Engage counsel early to keep the transaction in your control. Engage late and you inherit deadlines, leverage loss, and contract language that was built for the other side.
Companies typically contact us when one of these is already underway.
An LOI is ready, but exclusivity, diligence rights, and closing conditions are unresolved.
An LOI is ready, but exclusivity, diligence rights, and closing conditions are unresolved.
Diligence has started, and leadership needs a prioritized risk list and resolution plan.
Closing is scheduled, but consents, assignments, lien releases, and closing deliverables are not complete.
Your company needs certainty on what is being acquired, what liabilities are assumed, what contracts and licenses are transferred, and what remedies apply if disclosures are inaccurate.
Your company needs a diligence plan, contract terms that allocate risk appropriately, and defined limits on indemnification, escrow claims, and continuing obligations after closing.
If the transaction structure is still unclear, asset versus equity, we will identify the correct framework and the legal workstream you need first.
M&A risk is rarely “one big issue.” It is a series of unmanaged legal points that compound. Our job is to surface those points early, allocate risk through the agreement, and close with complete transfer documentation.
Engage counsel before signing an LOI or definitive agreement to protect leverage and control deal risk. We will assess the transaction, flag exposure, and manage the legal workstream through closing.
Diligence that produces decisions, not paperwork
An LOI is ready, but exclusivity, diligence rights, and closing conditions are unresolved.
Definitive agreements that match the commercial deal
The contract reflects the business terms you negotiated, with enforceable remedies and clear obligations.
Cleaner closings with fewer last-minute issues
Consents, assignments, payoff letters, releases, and closing deliverables are organized and executed on a schedule.
Reduced post closing dispute risk
Indemnification, escrows, and covenants are written to prevent ambiguity and limit exposure.
We provide full-service transaction support or limited scope representation based on where your company is in the deal.
Negotiate key LOI terms, including exclusivity, diligence rights, pricing structure, contingencies, and closing conditions.
Organize diligence, review critical documents, and deliver a prioritized risk list tied to valuation and closing.
Draft and negotiate the purchase agreement and disclosure schedules, including reps and warranties, indemnification, and other key risk allocation terms.
Negotiate key LOI terms, including exclusivity, diligence rights, pricing structure, contingencies, and closing conditions.
Organize diligence, review critical documents, and deliver a prioritized risk list tied to valuation and closing.
Transfer specific assets and define assumed versus excluded liabilities, with required assignments and third-party consents.
Transfer ownership of the entity, with diligence and disclosure schedules driving risk allocation because liabilities remain with the company.
Document restructuring or succession with clear governance, ownership transfer terms, and enforceable post closing obligations.
We identify the deal structure, timeline, parties, financing status, and the documents in play, including LOI, draft agreements, and diligence materials
We produce a clear issue list and negotiation priorities tied to closing conditions, pricing, and post closing exposure
Your company receives a practical roadmap, including what must be negotiated now, what can be handled at closing, and what must be addressed post closing
We identify the deal structure, timeline, parties, financing status, and the documents in play, including LOI, draft agreements, and diligence materials
We identify the deal structure, timeline, parties, financing status, and the documents in play, including LOI, draft agreements, and diligence materials
We produce a clear issue list and negotiation priorities tied to closing conditions, pricing, and post closing exposure
Your company receives a practical roadmap, including what must be negotiated now, what can be handled at closing, and what must be addressed post closing
We identify the deal structure, timeline, parties, financing status, and the documents in play, including LOI, draft agreements, and diligence materials
Sarah E. Holmes is the managing attorney at Holmes Business Law and leads a team that advises businesses on acquisitions, sales, and ownership transitions. Sarah oversees strategy and negotiations while her team manages diligence, documentation, and closing coordination to keep the transaction moving and the risk controlled.
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 or selling a business in Philadelphia or Pennsylvania. Send your details and we will respond with the next steps for LOI review, due diligence, or purchase agreement support.
Yes. An LOI often sets exclusivity, diligence parameters, and key economic and timing terms. Those terms shape leverage and are difficult to unwind later.
Asset sales transfer specified assets and define assumed and excluded liabilities. Equity sales transfer the entity itself. The correct structure depends on liability, taxes, the transferability of contracts and licenses, and the business’s operational reality.
Timing depends on financing, diligence scope, document negotiation, and third-party consents. Many transactions take weeks to months, especially where landlord and contract consents are required.
Financial statements, tax filings, material contracts, leases, employment and contractor documents, insurance, licenses and permits, intellectual property documentation, corporate records, and lien and claims information. The correct scope depends on the deal structure and the business’s operations.
Yes. This is common. We focus on risk allocation provisions, closing conditions, remedies, and any term that creates post closing exposure.
Lease constraints can delay or block closing. We identify consent requirements early and manage the legal workstream around assignment, consent, or alternative structures.
Misclassification, wage compliance, and benefit or policy gaps can create liability and affect valuation. We address these issues through diligence, contract protections, and closing conditions.
Yes. Coordinated execution reduces delays and keeps financing, diligence, and documentation aligned.
Yes. We support transactions throughout Pennsylvania.
If your company is planning an acquisition, sale, or ownership transition, start with a consultation before committing to binding terms. We will define the structure, identify risk, and put the legal process on a track to closing.
