Who we represent
We represent buyers and sellers of privately held businesses — owner-operated companies, family businesses, professional practices, franchises, and growing companies bringing in or buying out an investor. Many of our clients are doing their first deal; others have done several and want counsel who will move at the pace of the business. We work with clients throughout Miami-Dade and Broward County and coordinate closely with their accountants, brokers, and lenders.
Asset purchase or equity purchase?
One of the first decisions in any deal is its structure, and it shapes nearly everything that follows.
- Asset purchase. The buyer acquires selected assets — equipment, inventory, customer contracts, intellectual property, goodwill — and generally assumes only the liabilities it agrees to take. Contracts, leases, and licenses may need third-party consent to transfer.
- Equity purchase. The buyer acquires the shares or membership interests, and the company keeps its contracts, permits, and history — including liabilities, known and unknown. That makes due diligence and the seller’s representations especially important.
Structure also carries tax consequences for both sides, so we work alongside your CPA or tax advisor from the start rather than after terms are set.
What we handle
- Letters of intent — price, structure, exclusivity, and which terms are binding versus non-binding
- Confidentiality agreements before financial information changes hands
- Due diligence on contracts, leases, licenses, employees and contractors, litigation, liens, and corporate records
- Purchase agreements — asset purchase, stock purchase, and membership interest purchase agreements
- Representations, warranties, and indemnification, including caps, baskets, survival periods, and escrows or holdbacks
- Earn-outs tied to post-closing performance, with clear metrics and accounting rules
- Seller financing — promissory notes, security agreements, and personal guaranties
- Transition terms — consulting or employment agreements for the seller, and non-competition and non-solicitation covenants
- Closing — checklists, consents, assignments, bills of sale, and funds flow
Non-competes in a business sale
Buyers usually want the seller to agree not to compete after the sale. In Florida, restrictive covenants are governed by section 542.335, Florida Statutes, which requires that the covenant be in a writing signed by the person against whom enforcement is sought (subsection (1)(a)) and that the party enforcing it prove a legitimate business interest that justifies the restriction (subsection (1)(b)). The statute treats the goodwill associated with a business as one such interest. We draft these covenants to fit the deal — reasonable in time, area, and line of business — so they protect what the buyer is paying for.
How we work
- Before the LOI. Talk through structure, price mechanics, and deal-breakers before anything is signed.
- Diligence with a purpose. Focus on the issues that actually affect value or risk in this business, and report them in plain language.
- Negotiate the agreement. Allocate risk through reps, indemnities, and holdbacks rather than leaving it to chance.
- Run the closing. Keep consents, lender requirements, and deliverables moving so the closing date holds.
- After closing. Earn-out tracking, transition issues, and indemnity claims if something surfaces later.
If problems surface after closing, our business litigation team can evaluate claims under the purchase agreement.
This page provides general information about business purchase and sale transactions in Florida and is not legal advice. It is not tax advice; consult a qualified tax professional about the tax treatment of any transaction. Laws change and every situation is different. Reading this page or contacting the firm does not create an attorney-client relationship. Please consult a licensed attorney about your specific situation.