Buying or Selling a Business in New York?

There is no law requiring an attorney, but a business purchase is a binding contract that transfers assets, contracts, and often liabilities. The purchase agreement decides what you receive, what you assume, and what recourse you have if the business is not what it appeared to be. An attorney reviews the deal structure, runs legal due diligence, negotiates the definitive agreement, addresses the lease and any licenses, and manages the closing. Most disputes we see after a sale trace back to a term that was never negotiated or a liability that was never excluded.

A business acquisition attorney evaluates the proposed deal, advises on asset versus equity structure, drafts or reviews the letter of intent, conducts legal due diligence, and drafts or negotiates the purchase agreement and related documents. The attorney also coordinates lease assignments, landlord consents, license or regulatory approvals, escrow arrangements, seller financing documents, and the closing itself. On the sell side, the same work is done in reverse: structuring the sale, limiting representations and indemnities, and reducing post-closing exposure.

In an asset purchase, the buyer acquires specifically identified assets and assumes only specifically negotiated liabilities; the seller's entity, and generally its history, stays behind. In a stock or equity purchase, the buyer acquires ownership of the entity itself, so the company's contracts, licenses, and existing liabilities generally continue with it. Asset deals typically require assignments and new licenses. Equity deals can preserve contracts and licenses but increase the buyer's exposure to unknown liabilities, which makes diligence and indemnification provisions more important.

At a minimum: corporate formation and ownership records, financial information reviewed with your accountant, the commercial lease and its assignment provisions, material vendor and customer contracts, employment and contractor arrangements, licenses and permits, outstanding debt, liens, judgments, and any pending or threatened litigation. For regulated businesses, add the licensing file and any open violations. The purpose is to confirm the business you are paying for is the business you will actually own after closing.

Legal due diligence is a structured review of the legal condition of the business before closing. It covers corporate records, contracts, real estate, litigation and liabilities, employment matters, regulatory status, and intellectual property. The findings drive the deal: they may change the price, add closing conditions, expand the seller's representations, require an escrow holdback, or in some cases justify walking away. Diligence is most useful when it starts early, before the buyer has spent months and significant money committed to the transaction.

Ideally before signing a letter of intent or paying a deposit. Early involvement is when the structure, price mechanics, exclusivity, deposit terms, and diligence period are still open. Once an LOI is signed, those terms become the baseline, and renegotiating them later is harder and often costs goodwill. If you have already signed something, involve counsel immediately so the definitive agreement can correct what the LOI left unaddressed.

Yes. Letters of intent are often described as non-binding, but they usually contain binding provisions covering exclusivity, deposits, confidentiality, and expenses, and they set commercial expectations that carry into the purchase agreement. An LOI that is silent on structure, assumed liabilities, lease assignment, or the diligence period leaves those issues to be fought over later. A short review before signing is one of the least expensive parts of a transaction.

Either side can draft. Whoever prepares the first draft generally sets the starting point on allocation of risk, so drafting can be an advantage. In smaller transactions the buyer's counsel often drafts an asset purchase agreement; in others the seller's counsel prepares it. What matters more than who drafts is whether the agreement is negotiated carefully — reviewing a form agreement produced by a broker or another party without counsel is where buyers and sellers most often accept terms they did not intend.

A complete asset purchase agreement identifies the purchased assets and excluded assets, the assumed and excluded liabilities, the purchase price and payment mechanics, deposits and escrow, representations and warranties, indemnification with any caps and survival periods, closing conditions such as landlord consent or license approval, restrictive covenants, allocation of the purchase price for tax reporting, and post-closing obligations. Ancillary documents typically include a bill of sale, assignment and assumption agreement, lease assignment, and any promissory note or security agreement.

Sometimes, but rarely automatically. Most commercial leases restrict assignment and require the landlord's written consent, and landlords frequently condition consent on a personal guaranty, additional security, updated financials, or revised rent terms. Some leases also contain recapture or profit-sharing provisions triggered by an assignment. The lease should be reviewed before the LOI so the transaction timeline accounts for landlord approval, and closing should be conditioned on obtaining whatever consent the lease requires.

It depends on structure and drafting. In an equity purchase, liabilities generally remain with the entity the buyer is acquiring. In an asset purchase, the buyer typically assumes only the liabilities listed in the agreement — though certain exposures, such as some tax and successor-liability claims, can follow the business notwithstanding the contract. This is why asset purchase agreements define excluded liabilities carefully and why sellers are asked for representations, indemnities, and sometimes an escrow holdback.

In a seller-financed deal, the seller accepts part of the purchase price over time rather than in full at closing. The structure is documented with a promissory note setting the amount, interest, and payment schedule, and is often supported by a security interest in the business assets, a personal guaranty, or an escrow. The documents should also address default and acceleration, and whether the buyer may offset payments against indemnification claims. Clear remedies matter more here than in an all-cash deal, because the seller's exposure continues after closing.

A typical closing includes the purchase agreement (if not previously signed), a bill of sale, an assignment and assumption agreement, the lease assignment and landlord consent, corporate resolutions and authority documents, any promissory note and security agreement for seller financing, escrow instructions, restrictive covenant agreements, license or regulatory transfer filings, and a closing statement showing the flow of funds and adjustments. The specific set depends on the structure, financing, and whether the business is regulated.

A straightforward asset purchase with a cooperative landlord can move from LOI to closing in roughly 60 to 90 days. Transactions requiring regulatory approval, license transfers, lender financing, or a difficult lease assignment commonly take longer. The timeline is usually driven by third parties — landlords, licensing agencies, and lenders — rather than by the parties themselves, which is why those approvals should be started early and built into the closing conditions.

Yes. We represent sellers in structuring the sale, negotiating the letter of intent, drafting the purchase agreement, limiting representations and warranties, negotiating indemnification caps and survival periods, addressing escrow and holdbacks, documenting seller financing, and completing the closing. Because conflict rules prohibit representing both sides, we represent either the buyer or the seller in a given transaction, never both.

Yes. Hospitality and retail beverage transactions are a regular part of the firm's work. These deals involve the ordinary acquisition issues — structure, diligence, purchase agreement, lease — plus licensing considerations that affect timing and closing conditions. Coordinating the transaction documents with the licensing process is often what determines whether a buyer can operate on day one.

A New York liquor license is issued to a specific licensee for specific premises and is not simply handed to a buyer. In an asset purchase, the buyer generally must apply for its own license, and a temporary permit may allow operation while the application is pending. In an equity purchase, the license may remain with the entity, but changes in ownership typically require notice or approval from the State Liquor Authority. Closing timing should account for this. See our liquor license transfer resources for more detail.

Yes. We regularly review agreements prepared by the other side's counsel, a broker, or a prior attorney. The review focuses on what is being transferred, which liabilities are assumed, the representations and indemnification framework, escrow and financing terms, closing conditions, restrictive covenants, and whether the document matches the commercial deal the client believes was negotiated. We then provide a marked-up draft and a plain-language summary of the issues worth negotiating.