Planning and confidentiality
Confirm what is being sold, how information will be shared, and what must transfer at closing. Establish a clean process for buyer questions and document requests.
Selling a business is a legal and financial transaction that should be documented with clear terms, verified disclosures, and enforceable protections. We represent business owners in Philadelphia and across Pennsylvania in business sales, from early planning and letters of intent through contract negotiation and closing.
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We advise sellers on the legal steps required to sell a business with controlled risk and a clear closing plan.
Prepare for sale, including planning the deal structure and reviewing risks.
Draft and negotiate confidentiality terms and manage information sharing.
Review and negotiate letters of intent and exclusivity provisions.
Negotiate the purchase agreement, disclosures, and remedies.
Address buyer due diligence requests and third-party consents.
Confidentiality, permitted use, and limits on disclosure should be documented early, especially when multiple buyers are involved.
The LOI often sets price, structure, timelines, and key obligations. Early review helps prevent unfavorable terms from becoming “non-negotiable” later.
Exclusivity can reduce leverage if it is not tied to buyer diligence deadlines, proof of financing, and clear seller exit rights.
These terms can shift risk to the seller after closing. The documents should clearly define payments, performance metrics, controls, and remedies.
Closing dates often depend on third-party items such as landlord consent, contract assignments, buyer financing, and payoff documentation. The agreement should reflect realistic sequencing.
Or unusual post-closing obligations. Sellers should understand when a buyer is requesting personal liability, extended transition commitments, or broad non-compete restrictions.
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 sales often become expensive for sellers due to preventable contract gaps. We focus on the issues that most commonly affect seller outcomes.
Confidentiality and controlled disclosure of sensitive information.
Purchase price mechanics, including adjustments and working capital issues.
Scope of representations and warranties, and accuracy of disclosure schedules.
Indemnification limits, including caps, baskets, survival periods, and exclusions.
Escrows, holdbacks, and earnouts that can delay or reduce payment.
Non-compete and non-solicitation terms that are overly broad or unclear.
Transition obligations, consulting commitments, and post-closing assistance.
Personal guarantees and continuing liability after closing.
Most business sales follow the same core stages. Timelines are often affected by buyer financing, third-party consents, and required closing deliverables.
Confirm what is being sold, how information will be shared, and what must transfer at closing. Establish a clean process for buyer questions and document requests.
Set price and structure, define diligence scope and timing, and confirm exclusivity terms. A well-drafted LOI reduces renegotiation risk later.
Respond to diligence requests in an organized way, while protecting confidentiality and limiting disruption to operations. Diligence should connect to clear contract terms, not open-ended risk.
Negotiate representations, warranties, disclosure schedules, indemnification, and closing conditions.
Coordinate payoff letters, releases, assignments, consents, and closing deliverables. Confirm payment mechanics and post-closing obligations are properly documented.
Confirm what is being sold, how information will be shared, and what must transfer at closing. Establish a clean process for buyer questions and document requests.
Set price and structure, define diligence scope and timing, and confirm exclusivity terms. A well-drafted LOI reduces renegotiation risk later.
Respond to diligence requests in an organized way, while protecting confidentiality and limiting disruption to operations. Diligence should connect to clear contract terms, not open-ended risk.
Negotiate the purchase agreement, disclosure schedules, remedies, and closing conditions. The contract should control post-closing exposure and clearly define what the buyer is receiving.
Coordinate payoff letters, releases, assignments, consents, and closing deliverables. Confirm payment mechanics and post-closing obligations are properly documented.
This is a practical starting point. Preparation should be tailored to the business, industry, and deal structure.
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 the transaction and the urgency of your timeline.
We handle the legal work from start to finish, including LOI strategy, diligence management, agreement negotiation, 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 manage buyer requests, coordinate third-party consents, and review closing deliverables to confirm that payment and seller protections are properly documented.
Sarah E. Holmes is the managing attorney at Holmes Business Law and advises business owners 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 and practical deal protections.
Direct, business-focused guidance on risk and remedies.
Coordination with brokers, lenders, and CPAs through closing.
Business sale transactions require responsiveness, precision, and clear deal management. Clients regularly cite communication, speed, and practical negotiation as reasons they rely on Holmes Business Law for 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. The LOI often sets price, structure, exclusivity, and timelines. Early review helps protect leverage and prevent unfavorable terms from carrying into the final agreement.
Preparation typically includes organizing key documents, confirming ownership and authority, identifying assignment and consent requirements, and preparing accurate, consistent disclosures.
An asset sale transfers specified assets and defined assumed liabilities. A stock or membership interest sale transfers the entity itself, which can carry broader historical exposure and contract obligations.
Timelines vary. Factors include buyer financing, third-party consents, the scope of diligence, and closing deliverables. Early preparation often reduces delays.
An escrow or holdback is a portion of the purchase price that is withheld for a period after closing to cover defined risks. The terms should be specific, limited, and enforceable.
Not always. Earnouts shift some risk to the seller after closing. If used, the agreement should clearly define the metrics, controls, reporting, dispute resolution, and payment timing.
Landlord consent should be addressed early and made a clear closing condition with defined responsibility and deadlines. Delays are common if it is handled late.
Yes. We regularly negotiate buyer-drafted agreements and broker forms, with seller protections added where needed.
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.
