Business Purchase & Sale

You can buy a business without a lawyer, but it’s risky—because the purchase agreement decides who owns what, who assumes what liabilities, and what happens if problems show up 

later. Most guides recommend involving counsel early so the LOI and deal structure match your real risk tolerance.

A business acquisition attorney coordinates the legal side of the deal—from LOI to due diligence to the final purchase agreement and closing documents. The goal is simple: reduce surprises, clarify obligations, and protect your leverage as terms evolve.

High Plains Law states it helps clients buy and sell both business assets and business stock. That means supporting transactions structured as asset purchases or equity (stock/membership interest) purchases.

In an asset purchase, the buyer buys selected assets (and only agreed liabilities); in a stock/equity purchase, the buyer buys the entity—assets and liabilities together. This structure choice drives tax, liability, and paperwork differences.

Often, buyers prefer asset purchases (more control over what you take on) and sellers prefer stock/equity sales (cleaner exit)—but it depends on the business and deal goals. You pick the structure based on risk, taxes, contracts, and transferability.

Due diligence is the investigation phase where you verify the business is what the seller says it is—financially, legally, and operationally. It commonly includes reviewing contracts, liabilities, litigation risk, taxes, and title/ownership of key assets.

Due diligence is the investigation phase where you verify the business is what the seller says it is—financially, legally, and operationally. It commonly includes reviewing contracts, liabilities, litigation risk, taxes, and title/ownership of key assets.

Red flags usually include unresolved legal issues, hidden liabilities, messy contracts, tax problems, or unclear ownership of assets/IP. These issues often lead to renegotiation, escrow/holdbacks, or walking away.

An LOI is a preliminary document outlining key deal terms; it’s often mostly non-binding, with specific clauses (like confidentiality/exclusivity) that may be binding. It’s the blueprint for due diligence and final negotiations.

They’re the seller’s written statements about the business (financials, taxes, contracts, compliance, ownership, lawsuits). If those statements are false, the buyer may have contractual remedies—so this section is a major negotiation zone.

Indemnification is the “who pays if X is wrong” clause—allocating post-closing risk for breaches, undisclosed liabilities, or specific known issues. Buyers push for broader coverage; sellers push to cap and limit it.

An earnout is deferred purchase price paid later only if the business hits agreed performance targets after closing (often revenue or EBITDA). Earnouts can help bridge valuation gaps, but require very clear definitions and reporting rules.

Escrow/holdbacks keep part of the purchase price held back temporarily to cover post-closing issues (like indemnity claims). It’s a common tool when diligence reveals risk but the deal is still worth doing.

You usually have three options: renegotiate the price/terms, require fixes before closing, or walk away under the LOI/purchase agreement conditions. Good diligence is meant to create informed leverage, not just “check boxes.”

Many key agreements require written consent to assign or transfer—especially leases, franchise agreements, and major customer/vendor contracts. Deal structure matters here: asset deals often need assignments; equity deals may still trigger consent via “change of control” clauses.