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Business Sales


Selling a business is a significant event involving financial, tax and legal issues.


Gregory, Doyle, Calhoun & Rogers, LLC attorneys provide invaluable advice on structuring the deal, getting through the process and protecting your interests, both short and long term. We have extensive experience in negotiating, financing, documenting and closing business transfers of all types and sizes. We handle stock sales, asset sales and non-traditional structures such as redemptions, intra-family succession plans, and management buy-outs. In each case, we strive to get the deal done while mitigating risks and maximizing returns.


Business transfers naturally involve other business components like intellectual property rights, real estate matters, earn out agreements, consulting contracts, noncompetition agreements, taxes, debt resolution, financing, and post-closing indemnity obligations. Our attorneys routinely handle such business matters. We carefully review and analyze business transfer issues; negotiate and draft appropriate transfer documents; advise clients on issues, options and alternatives; and generally implement an effective transition strategy unique to each business.


Our business sale services include, without limitation, negotiation, provision, preparation and/or procurement of the following:

    • Pre-sale review and advice on preparing a business for sale
    • Confidentiality agreements
    • Letters of intent and term sheets
    • Sales agreements (asset, stock, redemption, succession plans, management buyouts)
    • Due diligence services, title and contract review (customers, vendors and creditors)
    • Tax clearance letters
    • Purchase price allocation
    • Title documentation and transfer
    • Transitioning or terminating business contracts
    • Exclusion or retention of specific assets
    • Earn out agreements
    • Holdback and escrow agreements
    • Consulting contracts
    • Non-solicitation and non-compete agreements
    • Warranty and indemnity obligations
    • Seller financing
    • Security Agreements
    • Standby and subordination agreements
    • Broker lien waivers
    • Debt and guaranty releases