Purchase & Sale of a Business

Bernstein Redo PC’s lawyers have helped hundreds of clients selling or purchasing a restaurant, bar as well as other small retail business.  We assist in critical due diligence that is required and in the drafting and negotiation of the contract of sale. Here are some of the many  issues and questions we can help you with:

  • What form should the transaction take, an asset purchase or stock/LLC member interest purchase and sale.  What are the benefits and risks of each
  • What assets should be sold and what should be excluded
  • How is the deferred portion of the purchase price secured
  • Is the purchaser responsible for any of the seller’s debts or obligations
  • How is the purchaser protected against any of  seller’s unpaid sales taxes
  • What consents and conditions are required for closing
  • Can a liquor license be transferred.  What about a sidewalk café permit
  • Can purchaser take or purchase seller’s liquor inventory
  • Can purchaser use seller’s liquor license while its application is pending
  • Can purchaser obtain a temporary permit to sell liquor
  • Should purchaser close on the transaction before its liquor license application is approved
  • What happens to the seller’s principal’s good guy guaranty after the closing of the sale
  • How does a seller protect against a fraud claim  by the buyer after the closing
  • What do you do if the seller needs the closing funds in order to pay off tax or other liens