Buying a Business or Franchise in New York can be a complex, frustrating experience. The Wright Law Firm has represented many entrepreneurs purchasing a business. Whether deep into negotiations with a seller or casually browsing websites listing businesses for sale, it is never too early in the process to consult a lawyer.
Business Purchase Negotiators
Many prospective buyers negotiate through a broker before retaining an attorney. This frequently results in the buyer waiving due diligence and important opportunities to “kick the tires” of the seller. Our business lawyers strike a balance between conducting extensive due diligence on one hand and avoiding “over-lawyering” and delays on the other.
Business Purchase Considerations
Letter of Intent
Contract of Sale
Assignment of the Lease
We advise clients as to whether they should consider a stock or LLC membership interest purchase or an asset purchase. We draft and negotiate the letter of intent, contract of sale and the assignment of the lease. If the deal is privately financed, we draft and negotiate the promissory notes, security agreements and UCC filings. We review and negotiate the franchise agreements and the Franchise Disclosure Document (FDD).
Red Flags: Buying a Business
We know what “red flags” to look for when buying a business. The Wright Law Firm has frequently defended businesses accused of regulatory or licensing violations before the NYC Department of Buildings, NYC Environmental Control Board, and New York State Liquor Authority. This experience helps us to properly evaluate potential problems with a Seller’s company.
Hire an Experienced Lawyer when Buying a Business
- In January 2016, my Client purchased a restaurant in Midtown Manhattan. I represented him in conducting due diligence on the seller, negotiated a net lease for the free standing two story building, negotiated the contract of sale and handled his application for a full liquor license.
- In 2015, I represented a long term Client in the asset purchase of an iconic restaurant in Brooklyn Heights. I handled the assignment of the lease and transaction from due diligence through closing. Although my Client could afford an all-cash purchase, I structured the deal to include a seller-financed loan and security agreement. This gave my Client the right to offset any seller’s debts that may crop up after the closing.
To schedule a consultation, contact our office by e-mail or call us at 212-619-1500