Fairfax Asset and Stock Purchase and Sale Lawyers

Attorneys Helping Clients Buy and Sell Businesses in Fairfax, Virginia and Washington, D.C.

At Fox & Moghul, our business law team handles business sales and purchases across a wide variety of industries, including retail, technology, real estate, food and beverage, and consulting sectors. Whether you are a small business owner or a high-net-worth investor, our attorneys can provide strategic legal counsel to ensure a successful transaction from start to finish.

With years of experience in business law in Virginia and Washington, D.C., we understand the complexities that come with buying or selling a business. Proper due diligence and a sound legal strategy are crucial to ensure that you can minimize financial risks and avoid costly surprises. Our team has been recognized for their knowledge and skills, including our recent presentation at the Virginia CLE Seminar on the "Top 10 Common Mistakes in Small Business Sales and Purchases," highlighting the importance of thorough planning and execution.

Key Considerations in Business Sales and Purchases

• Deal Structure: Asset vs. Stock Sales: One of the primary decisions in any business transaction is whether to structure the deal as an asset sale or a stock sale. Each has its own set of tax implications and liability considerations. Buyers typically prefer asset sales for tax benefits and to avoid potential liabilities, while sellers often prefer stock sales to avoid double taxation. At Fox & Moghul, we help clients understand these nuances to ensure that they can make informed decisions.
• Letters of Intent (LOI) and Due Diligence: Negotiating a Letter of Intent (LOI) is one of the critical early steps in a transaction. It is essential to clarify whether the LOI is binding or non-binding, outline the purchase price, and identify any contingencies such as seller financing or earn-out provisions. Our attorneys ensure that our clients are protected during the due diligence phase by conducting a thorough review of the business's financials, contracts, intellectual property, and other key assets to mitigate risks.
• Valuation Challenges: One of the top 10 mistakes identified in our Virginia CLE presentation is inadequate business valuation. Small businesses often undervalue intangible assets, such as brand goodwill and intellectual property. Our team helps clients use advanced valuation models like the discounted cash flow (DCF) method and EBITDA multiples to ensure they receive or pay a fair price. This detailed approach prevents overpayment and ensures that no hidden liabilities surface post-sale.
• Seller Financing & Earn-Outs: Structuring a deal with seller financing or earn-out provisions can be beneficial, but both of these methods present risks. In seller financing, the buyer pays part of the purchase price upfront and the remainder over time, and their debts are often secured by the business itself. Earn-outs tie part of the purchase price to the business meeting future performance goals, such as achieving specific revenue or profit margins. Our legal team ensures that these terms are clear, protecting both buyers and sellers.
• Protecting Against Unknown Liabilities: Indemnification clauses are critical in protecting the buyer from unknown liabilities post-transaction, especially in a stock sale where the buyer may inherit all of the company's liabilities. Our firm ensures that these clauses are drafted to cover all potential liabilities, providing peace of mind in your transaction.
• Non-Compete & Non-Solicitation Agreements: One of the most common ancillary agreements in business sales is the non-compete. Buyers often require sellers to agree not to compete in the same market for a certain period. At Fox & Moghul, we ensure that these agreements are tailored to be enforceable in Virginia and D.C. courts, protecting your investment.

Avoid the Top 10 Common Mistakes in Business Sales and Purchases

In our Virginia CLE Seminar, "Top 10 Common Mistakes in Small Business Sales and Purchases," we discussed critical pitfalls that buyers and sellers often overlook, including:

• Not properly defining assets and liabilities in the sale agreement.
• Ignoring intellectual property rights during the transaction, which can cause significant financial and operational risks post-sale.
• Overlooking the tax implications of the transaction, which can lead to unexpected tax burdens.

Our experience and knowledge of these issues help our clients navigate these transactions confidently and avoid costly errors​.

Why Choose Fox & Moghul for Your Business Transaction?

• Proven Experience: Our attorneys have handled high-stakes business sales and acquisitions across multiple industries, from multi-million dollar buyouts to small business transactions.
• Comprehensive Legal Support: We manage every aspect of the transaction, from deal structure and valuation to due diligence and contract negotiation.
• Thought Leadership: We have been recognized by the legal community for our knowledge, including speaking at the Virginia CLE Seminar on the top mistakes in business transactions. Our team is committed to educating clients and peers alike.

Contact Our Fairfax Business Purchases and Sales Attorneys

For effective guidance on buying or selling a business in Virginia or D.C., contact Fox & Moghul today. Call 703-652-5506 to schedule your consultation.