Business Purchase & Sale Lawyers
Helping You Navigate Business Purchases & Sales
Buying or selling a business involves more than agreeing on a purchase price. The structure of the transaction can affect liability, taxes, employees, contracts, leases, financing, and what the buyer or seller is ultimately responsible for after closing.
I’m Raz Toor, a business and corporate lawyer and the founder of Falcon Law PC. I regularly assist buyers and sellers with asset purchases, share purchases, due diligence, letters of intent, purchase agreements, negotiations, and closing matters. My focus is on helping clients understand the legal and commercial issues involved and structuring the transaction in a way that reflects the deal they actually intend to make.
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BOOK CONSULTATIONHow We Help With Business Purchases & Sales
Asset Purchases
Falcon Law PC assists buyers and sellers with asset purchase transactions involving equipment, inventory, goodwill, intellectual property, customer lists, contracts, and other business assets. We help clients understand the differences between asset and share purchases, identify which assets and liabilities are included in the transaction, and address related matters such as leases, employees, supplier agreements, and third-party approvals. Our focus is on ensuring the purchase agreement accurately reflects the commercial deal and protects our client’s interests.
Share Purchases
In a share purchase, the buyer acquires the shares of the corporation together with its existing assets, contracts, obligations, and liabilities. Falcon Law PC assists with transaction structuring, corporate due diligence, purchase agreements, representations and warranties, indemnities, restrictive covenants, closing conditions, and other legal issues that arise in a share sale. We also help clients understand the company’s corporate history and existing obligations so that potential risks can be identified and addressed before the transaction is completed.
Due Diligence
Before completing a business acquisition, buyers should understand the legal and commercial risks associated with the business they are acquiring. We review corporate records, material contracts, leases, financing arrangements, employee matters, litigation, regulatory issues, ownership records, intellectual property, and other documents that may affect the transaction. Where concerns are identified, we help clients determine whether they should be addressed through further disclosure, changes to the purchase agreement, closing conditions, indemnities, holdbacks, or other protections.
LOIs & Deal Structuring
Many business transactions begin with a letter of intent outlining the main commercial terms before the final purchase agreement is negotiated. Falcon Law PC assists buyers and sellers with transaction structure, deposits, exclusivity periods, financing conditions, due diligence timelines, proposed closing dates, purchase price mechanics, and other key terms. Addressing these issues early can help reduce uncertainty, identify potential problems, and create a clearer framework for negotiating the definitive transaction documents.
Purchase Agreements & Negotiations
The purchase agreement is usually the central legal document in a business transaction and sets out the rights and obligations of the buyer and seller. It can address the purchase price, payment terms, representations and warranties, indemnities, restrictive covenants, closing conditions, adjustments, and other negotiated protections. Falcon Law PC prepares, reviews, and negotiates purchase agreements with a focus on accurately documenting the deal, allocating risk appropriately, and ensuring our client understands the obligations they are accepting before signing.
Closing & Post-Closing Matters
Falcon Law PC assists clients through the closing process by preparing and reviewing closing documents, corporate approvals, funds flow arrangements, releases, assignments, certificates, and other transaction materials. We help coordinate the legal steps required to complete the transaction and ensure that closing conditions, payments, transfers, and other obligations are properly addressed. We can also assist with post-closing matters such as holdbacks, earn-outs, purchase price adjustments, transition obligations, indemnity claims, and other issues that arise after completion.
Why Buyers & Sellers Work With Falcon Law PC
- Direct access to a business and corporate lawyer
- Practical advice focused on the transaction and its commercial realities
- Clear scopes and flat-fee arrangements where appropriate
- Experience with asset purchases, share purchases, and private business sales
- Coordination with accountants, lenders, franchisors, landlords, and other advisors where required
- Convenient virtual meetings and responsive communication throughout the transaction
Whether you are buying your first business, acquiring an additional company, or preparing to sell an existing business, Falcon Law PC can assist from the early stages of the transaction through closing. Our goal is to keep the process organized, identify the issues that matter, and help you make informed decisions as the deal progresses.
Practical Legal Support for Business Purchases & Sales
Business transactions can vary significantly depending on the purchase price, structure of the deal, financing, due diligence requirements, employees, leases, contracts, and regulatory considerations. We tailor our scope of work to the transaction rather than taking a one-size-fits-all approach.
Where the scope can be reasonably defined in advance, Falcon Law PC can provide flat-fee or staged fee arrangements for portions of the transaction. For more complex or evolving matters, we explain the anticipated work and fees before proceeding so that clients have a clear understanding of the process.
We also regularly coordinate with accountants, lenders, brokers, franchisors, landlords, and other professionals involved in the transaction so that the legal work fits into the broader deal and closing process.
Common Issues in Buying & Selling a Business
Choosing between an asset purchase and a share purchase
Conducting legal due diligence and identifying potential liabilities
Negotiating letters of intent, purchase agreements, and key deal protections
Addressing leases, employees, financing, and third-party approvals
Managing closing, transition arrangements, and post-closing obligations
Buying & Selling a Business FAQ
What is the difference between an asset purchase and a share purchase?
In an asset purchase, the buyer acquires selected assets of the business. In a share purchase, the buyer acquires the shares of the corporation itself. The structure can affect liabilities, taxes, contracts, employees, and the legal steps required to complete the transaction.
What legal due diligence should be completed before buying a business?
Legal due diligence can include reviewing corporate records, contracts, leases, employees, financing, litigation, intellectual property, regulatory matters, and other obligations of the business. The scope will depend on the nature and size of the transaction.
Do I need a lawyer before signing a letter of intent?
It is often helpful to obtain legal advice before signing a letter of intent, particularly where it includes binding provisions relating to deposits, exclusivity, confidentiality, due diligence, or other important deal terms.
How long does it take to buy or sell a business?
The timeline depends on the complexity of the transaction, due diligence, financing, third-party approvals, negotiations, and closing conditions. Some transactions can close relatively quickly, while others may take several months to complete.
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