Business Purchases & Sales

Business Purchases & Sales Practice Group – DiTommaso Lubin, P.C.

For over 40 years, DiTommaso Lubin, P.C. has helped business owners, entrepreneurs, and investors buy and sell companies of all sizes. Our Business Purchases & Sales Practice Group handles transactions ranging from multi‑million‑dollar car dealerships to restaurants and other small and mid‑size businesses in Illinois and beyond.

We guide buyers and sellers through the full life cycle of a deal—from initial planning and letters of intent through closing and post‑closing integration—and, when necessary, we litigate disputes arising out of business acquisition and sale agreements, including fraud in the inducement and breach‑of‑warranty claims.

An Integrated Transactional and Litigation Team

The lawyers on the transactional side of our practice have been handling complex business purchase and sale transactions for over 40 years. They work closely with our commercial litigators, who regularly prosecute and defend lawsuits arising from failed, fraudulent, or disputed deals. That combination gives clients a single team that can both close deals efficiently and step into court when something goes wrong.

We have represented:

• Buyers acquiring multi‑million‑dollar new‑ and used‑car dealerships and related automotive businesses.
• Sellers exiting single‑store and multi‑store dealership groups.
• Buyers and sellers of restaurants, bars, and hospitality businesses, including new ventures and sales of long‑established operations.
• Owners of manufacturing, distribution, technology, medical‑practice, and professional‑services businesses in asset purchases, stock purchases, and mergers.

What Our Business Purchases & Sales Group Handles

Our Business Purchases & Sales Practice Group helps clients with:

• Deal Structuring. Advising on whether to structure a transaction as an asset sale, equity sale, merger, or joint venture, with attention to liability, tax, and regulatory issues.
• Letters of Intent and Term Sheets. Drafting and negotiating LOIs and term sheets that capture key business terms while preserving flexibility for due diligence.
• Due Diligence. Coordinating legal and financial due diligence, including review of financial statements, tax returns, contracts, leases, intellectual property, regulatory compliance, and employment matters.
• Purchase and Sale Agreements. Drafting and negotiating stock purchase agreements, membership interest purchase agreements, asset purchase agreements, merger agreements, and related documents.
• Representations, Warranties, and Indemnities. Tailoring representations and warranties, covenants, indemnities, escrows, and holdbacks to allocate risk appropriately between buyers and sellers.
• Ancillary Agreements. Preparing non‑competition and non‑solicitation agreements ancillary to the sale of a business, employment and consulting agreements, transition services agreements, and key‑employee retention arrangements.
• Regulatory and Third‑Party Approvals. Addressing manufacturer or franchisor approvals in dealership deals, landlord consents and lease assignments in restaurant and retail deals, license transfers, and lender consents.
• Closing and Post‑Closing Issues. Managing the closing process, post‑closing adjustments (such as working‑capital true‑ups), and transition issues.

Litigation Arising from Business Purchases and Sales

Even carefully drafted deals can lead to disputes. Our litigators have extensive experience prosecuting and defending lawsuits arising out of business purchase and sale agreements, including:

• Fraud in the inducement and fraudulent concealment claims, including cases involving falsified or misleading financial statements, inflated earnings, or undisclosed liabilities.
• Claims that sellers breached representations and warranties in stock or asset purchase agreements, including allegations that financials were not accurate and complete or that key contracts, customers, or regulatory issues were misrepresented.
• Rescission and restitution claims seeking to unwind deals and return the parties to their pre‑transaction positions.
• Earn‑out and purchase‑price‑adjustment disputes, including disagreements over post‑closing performance metrics and working‑capital calculations.
• Disputes over non‑competition and non‑solicitation agreements ancillary to the sale of a business, including enforcement and defenses based on overbreadth or lack of legitimate business interest.
• Professional‑malpractice and advisor‑liability claims arising from failed or fraudulent acquisitions.

We have filed and defended fraud‑in‑the‑inducement and breach‑of‑warranty lawsuits based on asset purchase agreements and attempted business purchases, and we regularly work with forensic accountants to test the accuracy of financial statements and quantify damages.

Why Businesses Choose DiTommaso Lubin for Deals and Deal Disputes

Clients choose our Business Purchases & Sales Practice Group because we offer:

• Decades of experience handling complex business purchase and sale transactions, including multi‑million‑dollar automotive, restaurant, and other operating‑company deals.
• A deep litigation bench that understands how disputes over purchase agreements, financial statements, and representations and warranties play out in court.
• Practical, business‑oriented advice focused on protecting value, managing risk, and getting deals done.
• The ability to step in quickly when a deal goes bad, whether that means negotiating a business resolution or filing suit to enforce rights and recover losses.

Talk With Our Business Purchases & Sales Practice Group

If you are planning to buy or sell a business—or are involved in a dispute arising from a business purchase or sale—our attorneys can help you evaluate your options and develop a strategy.

Contact attorney Peter S. Lubin or attorney James V. DiTommaso for a free consultation.

Call 630-333-0333 or reach us through our online contact form.

This page is for informational purposes only and does not constitute legal advice. Contacting us does not create an attorney–client relationship. Past results do not guarantee a similar outcome.