Buying or Selling or Merging A Business

Oakland Business Attorney, Peter Stanwyck and his staff assist clients with the many issues of buying, selling and merging a business:


There are numerous issues important to Business Buyers or Business Sellers or both.  Generally, Sellers are interested in:



● Sellers want to be that they will be paid, especially if payment of the purchase price is deferred.

● Sellers want to avoid the possibility that a Buyer will later make a claim because the business fails to meet a Buyer’s expectation.

● Sellers are often concerned about continuing liability to former customers, employees and vendors, and in the case of the sub-leasing the business location they often remain liable to the landlord until the expiration of the lease term.

● Sellers are often required to respond to Buyers’ due diligence requests that can be very burdensome with serious legal significance.


Generally, Buyers are interested in:



● Buyer’s usually want to avoid the Seller’s prior vendor, customer, employee and tax liabilities.

● Buyer’s want to be sure that they get what they are paying for.

● Buyers want to be sure that the Seller does not start competing for the same customers or use technologies and information that were part of the transaction

● When the location is important Buyers want to be sure that the commercial lease provides them the duration they require.

● Buyers want to be sure that key employees intend to stay with the business and/or if they leave, it is not a situation where they are capable of taking important customers with them. (Note that key employees who are not owners may in California compete against their former employer.

●   Buyers may require assistance with respect to financing.


Other Considerations:


● If you are buying into an existing business or merging your business with another you will want to have investigated what the other party understands your role to be and how someone will share control over a business that they formerly ran themselves.

● If you are buying a Franchise you will likely be required to be approved by the Franchiser and sign an agreement with the Franchisor.· A Bulk Sale escrow is the purchase of the business assets but not the business.

●  Sometimes when you sell your business an equally if not more important part of the transaction is your continuing relationship with the new owner as an employee or consultant.

●  When there is a business broker involved in the transaction, especially when the broker is giving advice to both the Buyer and the Seller you may find  yourself under pressure to finalize the transaction too quickly


When you are Buying A Business there are usually related legal needs as well:


●   Forming an Entity

●  Commercial Lease

●  Employees and Independent Contractors

●  Standard Terms and Conditions

●  Contracts and Agreement

●  Trademarks and other intellectual property 




Peter Stanwyck is an Oakland,  Attorney, small business lawyer representing business owners, contractors and professionals throughout the San Francisco Bay Area. We represent businesses throughout  the San Francisco Bay Area, California,  in all Bay Area counties, Alameda, Contra Costa, San Francisco, San Mateo, Santa Clara and Marin, as well as national and international clients with business interests in California.