Buying or Selling a Business, Protected at Every Step
Mr. Maxwell has represented a multitude of clients in the acquisition and sale of business assets, including transactions exceeding several million dollars as well as sales of small businesses. Every deal is different, but the goal is the same: careful consideration must be given to protecting the client, whether that client is the buyer or the seller.
A business sale is more than a price. Financing terms, workouts, covenants not to compete, trademarks, customer lists, and the transfer of equipment and processes must all be fundamentally understood and assessed so the client is protected when the deal closes and for years afterward.
We protect buyers and sellers at every step.
Representing Buyers
We help buyers understand what they are actually purchasing, identify liabilities before closing, negotiate protections in the agreement, and coordinate financing.
Representing Sellers
We help sellers structure the sale, protect their payout, limit post closing exposure, and negotiate terms they can live with after the business changes hands.
What We Review
Deal Structure: Asset vs. Stock
Whether the buyer acquires assets or ownership interests changes who keeps liabilities, how taxes fall, and which contracts and licenses transfer.
Seller Financing and Workouts
Promissory notes, security interests, personal guaranties, payment schedules, and what happens if payments stop.
Buyer Financing
Coordinating bank and SBA lender requirements, closing conditions, and lender documents with the purchase agreement.
Covenants Not to Compete
Drafting and negotiating reasonable non compete and non solicitation terms on scope, geography, and duration.
Trademarks and Intellectual Property
Confirming ownership and transfer of trade names, trademarks, domains, social media accounts, and proprietary materials.
Customer Lists and Goodwill
Protecting the value of customer relationships, contracts, and confidential information in the transfer.
Equipment and Process Transfers
Inventories of equipment, leases, liens, and the know how, systems, and training needed to keep the business running.
Franchise Transactions
Franchise agreements, franchisor approvals, transfer fees, and purchases.
Due Diligence
Review of financials, leases, contracts, liens and judgments, permits, employees, and pending claims.
Closing
Purchase agreement, bill of sale, assignments, escrow, bulk sale notice to the NJ Division of Taxation, and a coordinated closing.
Transactional Experience
- Represented buyers and sellers of business assets in transactions exceeding several million dollars.
- Represented owners in purchases and sales of small and family owned businesses.
- Represented franchisee clients in a major franchise acquisition.
Attorney Advertising. Prior results do not guarantee a similar outcome.
How the Process Works
- Consultation. We learn the deal, the parties, the timeline, and your goals.
- Letter of Intent. We review or negotiate the key terms before anyone is bound.
- Due Diligence. We investigate the business, its liabilities, and its assets.
- Agreement and Financing. We draft and negotiate the purchase agreement and financing documents.
- Closing and Transition. We coordinate the closing, transfers, and post closing obligations.
Frequently Asked Questions
It depends on liabilities, taxes, contracts, and licenses. Many small business purchases are structured as asset sales, but the right answer depends on the business.
New Jersey requires notice to the Division of Taxation before certain business asset sales. Missing it can make the buyer responsible for the seller’s unpaid state taxes.
Courts generally give more room to reasonable non competes connected to a sale of a business than to employment non competes, but scope, geography, and duration still matter.
Seller financing can make a deal possible, but the seller should be protected with a note, security, guaranties, and default terms.
The franchisor usually must approve the transfer, and the franchise agreement controls fees, training, and the buyer’s obligations.
Before signing a letter of intent, if possible. Early review avoids terms that are hard to undo.
Planning to Buy or Sell a Business?
Call Daniel Jude Maxwell, Esq. at 732.230.5003 to schedule a consultation.
Maxwell, Tassini, & Gardner, LLC
302 Washington Avenue
Suite 101
Spring Lake, NJ 07762
Related practice areas: Commercial Litigation, Real Estate, Estates and Trusts Planning, Debt Collection.
Contact us below with your business purchase or sale, we are here to serve you with all your legal needs.
Attorney Advertising. Prior results do not guarantee a similar outcome. The information on this page is general and is not legal advice. Contacting the firm does not create an attorney client relationship. Daniel Jude Maxwell, Esq., Maxwell, Tassini, & Gardner, LLC, 302 Washington Avenue, Suite 101, Spring Lake, NJ 07762, 732.230.5003.