Business Transaction
Overview
Most commercial disputes are traceable to a document. An operating agreement that never addressed what happens when a partner wants out, a purchase agreement that allocated no risk for undisclosed liabilities, a loan with no enforceable remedy — the terms that matter are the ones nobody expected to need.
The firm handles formation, purchase and sale, transfers and dissolution, drafting for the circumstances that are foreseeable rather than only the ones the parties are thinking about while the deal is going well.
The litigation practice informs this one directly. Knowing how these agreements are argued over afterwards is what makes it possible to draft them so they are not.
What we handle
What to expect
01
Free consultation
Understanding the business, what the transaction is meant to achieve, and where the parties' interests actually diverge.
02
Structure
Choosing the form and the shape of the deal — entity, asset or share purchase, and how control, profits and exit are to be allocated.
03
Diligence and drafting
Reviewing what is being acquired or committed to, and preparing the agreements that allocate risk between the parties.
04
Closing
Negotiating remaining terms, executing, and putting in place the governance documents the business will operate under afterwards.
Common questions
Should the business be an LLC or a corporation?
It depends on how profits are to be taxed, whether outside investment is expected, and how the owners intend to divide control. Neither form is generally better than the other — the cost of choosing wrongly is usually paid later, in tax treatment or in a governance dispute the structure made possible.
We are partners and we trust each other. Do we need an operating agreement?
That is precisely when it is worth having. An operating agreement is not a statement of distrust; it is the mechanism for what happens if an owner wants out, dies, becomes unable to work, or wants to sell to someone the others would not choose. Without one, New York's default rules apply, and they are unlikely to match what the owners would have agreed.
I am buying a business. What should be checked before signing?
What is actually being bought — the assets or the entity — and what liabilities travel with it. Outstanding debts, pending litigation, tax exposure, whether key contracts and leases can be assigned at all, and whether staff and customers are contractually able to leave the week after closing.
Related practice areas
- White-Collar LitigationDefending companies and executives against government investigations, regulatory action, and complex commercial disputes.
- Real Estate LitigationDisputes over property — partition actions, foreclosure defense, quiet title, and specific performance in New York's state and federal courts.
Free confidential case evaluation