Buying and Selling Retail & Consumer Businesses

Retail and consumer-facing businesses—brick-and-mortar stores, e-commerce operations, and hybrid concepts—depend on location, brand, and customer experience. Acquiring or selling them requires careful attention to leases, inventory, vendor relationships, intellectual property, and consumer-facing policies. DiTommaso Lubin, P.C.’s Business Purchases & Sales Practice Group represents buyers and sellers of retail and consumer businesses of all sizes.

We bring decades of experience working with small and mid-size businesses, helping owners structure transactions, manage risk, and resolve disputes when deals do not go as planned.

Helping Buyers of Retail & Consumer Businesses

For buyers, we typically:

• Advise on deal structure, including asset purchases, equity purchases, and roll-up or multi-location acquisitions.
• Conduct due diligence on leases and real-estate commitments, including co-tenancy provisions, exclusivity clauses, and renewal options.
• Review vendor contracts, supply-chain relationships, and key customer or distribution agreements.
• Analyze historic financial statements, sales data, returns and chargeback patterns, promotions, and loyalty programs.
• Evaluate intellectual-property issues, including trademarks, domain names, online assets, and social-media accounts.
• Address consumer-facing policies and potential exposure in areas such as advertising, refunds, privacy practices, and consumer-fraud or unfair-practices claims.
• Negotiate purchase agreements and ancillary documents, such as non-competition and non-solicitation agreements, transition-services agreements, and employment or consulting agreements for key personnel.

Helping Sellers of Retail & Consumer Businesses

For sellers, our work often includes:

• Preparing the business for sale by reviewing store and e-commerce operations, cleaning up governance and contract issues, and addressing any known risks likely to concern buyers.
• Structuring deals to allocate risk appropriately through representations and warranties, indemnity provisions, and limits on post-closing exposure.
• Negotiating letters of intent and definitive purchase agreements, with careful attention to closing conditions, inventory adjustments, and assumed versus excluded liabilities.
• Coordinating with landlords, vendors, and lenders to obtain necessary consents and assignments.
• Managing closing logistics and post-closing issues, including inventory counts, transition of staff, and transfer of intellectual property and online assets.

Disputes Arising from Retail & Consumer Business Transactions

Our litigators also handle disputes arising out of retail and consumer business acquisitions, such as:

• Fraud in the inducement claims involving alleged overstatement of sales, concealment of returns or chargebacks, or misrepresentation of key vendor or customer relationships.
• Claims that sellers breached financial, operational, or legal-compliance representations and warranties in purchase or asset purchase agreements.
• Disputes over inventory valuation, working-capital adjustments, and earn-out provisions tied to post-closing revenue or profitability.
• Conflicts over non-competition, non-solicitation, and confidentiality agreements tied to the sale of a retail or consumer business.

Talk With Our Retail & Consumer Business Deal Team

If you are buying or selling a retail or consumer-facing business—or facing a dispute arising from such a transaction—DiTommaso Lubin’s Business Purchases & Sales Practice Group can help.

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.