Buying and Selling Small and Mid‑Size Businesses

For many entrepreneurs and investors, the most important deals are not Wall Street mergers but purchases and sales of closely held small and mid‑size businesses—manufacturers, distributors, technology companies, professional practices, and service firms. DiTommaso Lubin, P.C.’s Business Purchases & Sales Practice Group focuses on these transactions, bringing decades of experience in both complex deals and business‑dispute litigation.

We represent buyers and sellers across a wide range of industries, including medical and professional practices, manufacturing and industrial businesses, technology and digital‑marketing firms, and service and retail businesses.

Helping Buyers of Small and Mid‑Size Businesses

Our work for buyers typically includes:

• Deal structuring advice, including whether to pursue an asset purchase, equity purchase, or hybrid structure.
• Due diligence on financial statements, customer and vendor contracts, real‑estate and equipment leases, litigation and regulatory history, intellectual‑property rights, and employee and independent‑contractor relationships.
• Negotiating purchase agreements and ancillary documents such as non‑competition and non‑solicitation agreements, employment and consulting agreements, transition‑services agreements, and security agreements.
• Addressing financing issues, including seller‑financing structures and intercreditor matters with senior lenders.
• Coordinating closings and post‑closing issues such as consents and assignments, integration of operations, and working‑capital or other purchase‑price adjustments.

Helping Sellers of Small and Mid‑Size Businesses

For sellers, we help:

• Prepare the company for sale by reviewing governance, contract, and compliance issues that might concern buyers or lenders.
• Identify key value drivers and risks and reflect them appropriately in deal terms, including the structure of representations and warranties and the scope of indemnity.
• Negotiate letters of intent and definitive purchase agreements, with careful attention to closing conditions, survival of representations, caps and baskets, and dispute‑resolution provisions.
• Structure earn‑outs, consulting arrangements, and continued equity interests where sellers will remain involved after closing.
• Manage closing mechanics and post‑closing obligations, including delivery of schedules, consents, and transitional assistance.

Drawing on Our Litigation Experience

Because our firm regularly litigates business disputes, including cases arising from attempted and completed business purchases, our transactional lawyers know firsthand how ambiguity, incomplete disclosure, or unrealistic projections can lead to lawsuits. We bring that perspective to bear when drafting and negotiating:

• Representations and warranties about financial statements, customer relationships, and legal compliance.
• Disclosure schedules and exceptions that accurately reflect known issues without undermining the deal.
• Dispute‑resolution mechanisms and forum‑selection clauses.
• Non‑competition and non‑solicitation provisions tied to the sale of a business.

Talk With Our Small & Mid‑Size Business Deal Team

If you are considering buying or selling a small or mid‑size business, our Business Purchases & Sales Practice Group can help you plan the transaction, negotiate the terms, and protect your interests.

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.