Brown & Blaier, PC / Business sales

Selling your business?
Prepare for the deal
and the transition.

Brown & Blaier advises business owners on sale preparation, transaction documents, negotiations, and closing. Put the proposed terms, company records, and continuing obligations into the same conversation.

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Inquiries open our firm’s MyCase contact form.

Seller-side representation

Legal support for
the seller’s priorities.

A buyer’s interest can move quickly from an initial discussion to requests for records, an exclusivity proposal, and a draft agreement. Preparing the legal side of a sale helps you identify the questions that need attention before they become closing issues.

Our business sales and acquisitions practice advises sellers as well as buyers. Seller-side work focuses on the company’s records, proposed sale terms, responses to diligence, and the obligations the seller may retain.

Start by identifying what the owners intend to sell and what they want the transition to look like. Continuing employment, consulting, deferred payments, or a retained interest can create issues beyond the payment at closing.

The legal discussion should reflect the actual proposal and your priorities. It should also account for the work of your tax, accounting, and other advisers.

The sale discussion

Prepare, negotiate,
and plan the handoff.

  1. Organize the company records

    Identify ownership and governance records, important contracts, intellectual property documents, and prior commitments that may affect the proposed sale. Note missing or inconsistent documents for review.

  2. Evaluate the proposed terms

    Discuss the offer or LOI, including the purchase structure, payment terms, exclusivity, expected diligence, and proposed timeline. Identify what is settled and what remains subject to negotiation.

  3. Respond to legal diligence

    Address the buyer’s legal information requests and coordinate the documents and explanations to be provided. Consider how diligence findings relate to the proposed representations and disclosures.

  4. Negotiate seller obligations

    Review the purchase agreement’s representations, indemnification, closing conditions, and proposed post-closing commitments. Discuss any deferred consideration or ongoing role in the business.

  5. Prepare for closing & transition

    Address the transaction’s required approvals, consents, releases, and closing documents. Identify the responsibilities and deadlines that will continue after the handoff.

Consider the whole transaction

An exit can include
continuing obligations.

Closing may not end every relationship connected to the business. The proposal may include seller financing, a transition arrangement, ongoing representations, or other commitments that deserve attention.

Identify personal guarantees and other existing obligations rather than assuming the sale will release them. The specific documents and any required releases need review.

The goal of the discussion is to understand what you are agreeing to, what remains unresolved, and which advisers should address particular questions.

This seller-focused page complements the firm’s general M&A overview. It does not promise a particular transaction structure, tax result, price, or closing date.

Prepare for a conversation

Tell us about the proposed sale.

Begin with a general description of the business, the owners, and the buyer discussions. Let us know what has been signed and any deadlines that affect the next step.

Keep the initial inquiry general. Avoid sharing confidential information before an attorney-client relationship is established.

  • Business type, ownership, and operating locations.
  • Whether a buyer or broker is already involved.
  • Status of an offer, LOI, or purchase agreement.
  • Proposed payment terms and your intended post-sale role.
  • Known guarantees, consent issues, and desired timing.
Before you inquire

Common questions.

Can I speak with counsel before I have a buyer?

Yes. Describe your plans and the legal questions you want to address. The scope of preparation work can differ from representation in a negotiated sale.

What if I have already signed a letter of intent?

Identify the signed document, the current stage of negotiations, and all deadlines in your inquiry. Do not assume every LOI provision is nonbinding or that its effect can be assessed without reading it.

Should the sale agreement address my role after closing?

Any proposed employment, consulting, transition support, retained ownership, or other continuing role should be part of the discussion and coordinated with the relevant documents.

Can you promise that the transaction will close?

No. A proposed sale depends on its terms, diligence, approvals, financing where applicable, and the parties’ decisions. The engagement should define the legal work rather than guarantee the result.

Explore the firm

Related legal services.

Business sales & acquisitionsCorporate lawBusiness contracts
Your next step

Prepare for the next
stage of your business.

Tell us about your sale plans and the current stage of buyer discussions.

Start an inquiry

Continue to our firm’s MyCase contact form.

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