“Walked us through a complicated liquor license transfer for our Brooklyn restaurant. Filed quickly, prepped us for the Community Board, and we opened on schedule.”
Daniel R.Liquor License TransferGoogle
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Business Transactions · New York
Buying or Selling a Business in New York?
The James Firm represents buyers, sellers, investors, and entrepreneurs in business acquisitions, sales, ownership transfers, and corporate transactions throughout New York.
- Asset purchase agreements
- Stock purchase agreements
- Due diligence review
- Commercial lease review
- Liquor license transfers
- Closing representation
Section 01
Business Purchases
Acquiring a business is the single largest contract most owners ever sign. We structure, diligence, and close acquisitions across hospitality, retail, service, and regulated industries.
Buying existing businesses
Structuring offers, letters of intent, and definitive agreements that protect the buyer from undisclosed liabilities.
Asset purchases
Identifying the specific assets to acquire and excluding unwanted liabilities, contracts, and obligations.
Stock / equity purchases
Acquiring ownership of the entity itself, preserving licenses and contracts that don't easily transfer.
Due diligence
Reviewing financials, contracts, leases, employment matters, tax exposure, and regulatory status.
Contract review
APAs, SPAs, LOIs, escrow agreements, non-competes, and seller financing notes.
Lease assignments
Negotiating landlord consents, assignment agreements, and personal guaranty terms.
Regulatory approvals
SLA, OCM, DOH, and licensing approvals required before closing or change of control.
Industries we represent
Restaurants
Bars
Liquor Stores
Retail
Service Businesses
Cannabis
Section 02
Business Sales
Selling a business is a one-time event with permanent consequences. We position the business to be diligence-ready, protect the seller from post-closing claims, and drive the transaction to a clean closing.
Sale preparation
Organizing books, contracts, leases, and licenses so the business is diligence-ready before it hits the market.
Purchase agreements
Drafting and negotiating APAs and SPAs that protect the seller from post-closing claims.
Asset allocation
Working with your accountant to allocate the purchase price across asset classes for favorable tax treatment.
Seller protection
Carefully scoped reps, warranties, indemnities, escrow holdbacks, and survival periods.
Closing process
Managing the closing checklist, funds flow, bills of sale, and assignment documents end-to-end.
Regulatory compliance
Coordinating SLA, OCM, and other regulatory consents so the closing isn't held up by missing approvals.
Section 03
Asset Purchase vs Stock Purchase
The structure of the deal often matters as much as the price. Each path carries different liability, tax, and regulatory consequences.
Asset Purchase
- Buyer selects which assets to acquire
- Reduced liability exposure for the buyer
- Common for small and mid-sized businesses
- Often requires new licenses and contract assignments
- Generally more favorable purchase-price allocation for buyer
Key risk
Sellers may face higher ordinary-income tax treatment on certain asset classes.
Stock / Equity Purchase
- Ownership of the entity is transferred
- Contracts, leases, and licenses generally remain in place
- May simplify operations and continuity
- Single closing instead of dozens of assignments
- Often favored by sellers for capital-gains treatment
Key risk
Buyer inherits ALL liabilities — known and unknown — making diligence and indemnities critical.
Section 04
Commercial Lease Review
The lease frequently controls the deal. We review every clause that can derail the transaction or quietly destroy the buyer's economics after closing.
Assignment clauses
Whether the lease can be assigned at all — and on what terms — often dictates the deal structure.
Landlord consent
Most leases require landlord consent that can be withheld, conditioned, or used to extract concessions.
Personal guarantees
Whether the buyer must sign a personal guaranty, and whether the seller's guaranty is released at closing.
Default provisions
Cure periods, cross-defaults, and notice requirements that affect post-closing operations.
Rent escalation clauses
CPI bumps, percentage rent, and operating-expense pass-throughs that can quietly destroy the pro forma.
Transfer restrictions
Use clauses, exclusives, and change-of-control triggers that can block or reprice the transaction.
Callout
Many business acquisitions fail because buyers overlook lease restrictions.
Section 05
Liquor License & Regulatory Transfers
In hospitality deals, the license is often the most valuable asset on the balance sheet. The James Firm is uniquely qualified — our liquor licensing practice gives us a transfer-side view most transactional firms lack.
Liquor license transfers
Asset deals require a new SLA license; corporate-change applications preserve the existing license in equity deals.
SLA approvals
Coordinating principal disclosures, fingerprinting, and source-of-funds documentation with the State Liquor Authority.
Temporary permits
Bridging permits so a buyer can operate while the permanent transfer is pending.
Community Board issues
Anticipating Community Board posture before LOI, not after.
Hospitality transactions
Restaurant, bar, and nightclub deals where the license is often more valuable than the assets.
Section 06
Corporate Structuring
The right entity, operating agreement, and cap table prevent disputes before they start — and make every future transaction faster, cleaner, and more valuable.
LLC formations
New York and Delaware entities structured for liability protection, tax efficiency, and clean cap tables.
Operating agreements
Member economics, management rights, transfer restrictions, and deadlock provisions.
Partnership agreements
Profits and losses, capital contributions, dissociation, and dispute resolution.
Shareholder agreements
Voting, drag-along/tag-along, ROFR, and buy-sell mechanics.
Ownership restructuring
Bringing in partners, removing members, recapitalizations, and clean-up of legacy structures.
Investor transactions
Convertible notes, SAFEs, equity raises, and investor side letters.
Client reviews
Trusted By Business Owners Throughout New York
Buyers, sellers, investors, and hospitality operators rely on The James Firm to close transactions cleanly and protect what they've built.
5.0 average · 6 reviews · Source: Google
“We caught a 200-foot issue before signing our lease thanks to their location review. Saved us from a deal that would have collapsed at the SLA.”
Jessica M.Location Eligibility ReviewGoogle
“Represented our Manhattan bar at a 500-Foot Hearing. Clear strategy, well-prepared exhibits, and we got the approval. Highly recommend.”
Marco P.500-Foot HearingGoogle
“Helped us open our Long Island wine shop start to finish — entity formation, lease review, and the SLA application. Responsive every step of the way.”
Priya S.Liquor Store LicensingGoogle
“We had an SLA violation that could have shut us down. They negotiated a sensible resolution and kept us open. Genuinely grateful.”
Alex T.SLA DefenseGoogle
“Professional, thorough, and knew every Community Board in Queens. Our application was approved on the first pass.”
Karen H.Community Board RepresentationGoogle
Section 08
Transaction Process
An attorney-led path from first conversation through post-closing compliance.
24–48 Hours
Step 1
Initial Review
Confirm structure, identify deal-breaking issues, and align on price, terms, and timeline before drafting begins.
2–4 Weeks
Step 2
Due Diligence
Financials, contracts, leases, licenses, litigation, tax, employment, and regulatory review.
1–2 Weeks
Step 3
Agreement Drafting
APA or SPA, disclosure schedules, escrow agreements, lease assignments, and ancillary documents.
2–4 Weeks
Step 4
Negotiation
Reps and warranties, indemnities, holdbacks, non-competes, and seller financing terms.
1 Day
Step 5
Closing
Signing, funds flow, bills of sale, assignments, and regulatory consents executed in a controlled sequence.
Ongoing
Step 6
Post-Closing Compliance
License transfers, name changes, payroll transitions, and any remaining regulatory filings.
Transaction reviews scheduled within 48 hours
Don't sign an LOI or purchase agreement without an attorney review.
Common questions
Frequently asked questions
Do I need a lawyer to buy a business?
Yes. Business purchases involve binding contracts, undisclosed liabilities, lease and license issues, tax allocation, and regulatory consents. A purchase agreement is not the place to learn corporate law — a single missed clause can cost more than the legal fee many times over.
Should I buy assets or stock?
It depends on the licenses, contracts, liabilities, and tax posture of the business. Asset deals usually favor buyers (cleaner liability, better tax basis); stock deals usually favor sellers (capital gains, license continuity). We help you analyze the trade-offs deal-by-deal.
What due diligence should I perform?
At minimum: financial statements and tax returns, lease and key contracts, license and regulatory status, litigation and judgments, employment and benefits, IP, and any pending or threatened claims. The exact scope depends on industry, deal size, and structure.
Can I transfer a liquor license?
Liquor licenses are not freely transferable. In an asset deal, the buyer typically applies for a new SLA license; in an equity deal, the existing license can often be preserved through a corporate-change application. Temporary permits can bridge the gap during transfer.
Can a commercial lease be assigned?
Most commercial leases restrict assignment and require landlord consent — sometimes with conditions like personal guarantees, additional security, or rent increases. Reviewing the assignment clause before the LOI is critical.
How long does a business purchase take?
A straightforward asset purchase can close in 60–90 days. Deals with liquor licenses, OCM approvals, or complex lease negotiations often run 90–180 days. We give you a realistic timeline at the start, not at the end.
Can you review a purchase agreement?
Yes. We review APAs, SPAs, LOIs, and term sheets before you sign — flagging reps and warranties, indemnity caps, escrow terms, non-competes, and any clauses inconsistent with the economics you negotiated.
Do you represent both buyers and sellers?
Yes — though never on the same transaction. We represent buyers in some matters and sellers in others, which gives us a working view of what each side will and won't accept.
Can you help with investor agreements?
Yes. We handle convertible notes, SAFEs, equity raises, side letters, operating agreement amendments, and the corporate housekeeping that makes investor transactions enforceable.
Do you handle hospitality transactions?
Hospitality is a core practice area. Restaurant, bar, nightclub, and catering transactions almost always involve liquor licenses, leases, and Community Board considerations — areas where The James Firm has substantial experience.
Before You Sign A Purchase Agreement
Schedule a consultation and identify legal, licensing, lease, and transaction risks before they become expensive problems.