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Selling or buying a business is a complex process, whether it’s a sole proprietorship or a corporation — and one good reason for consulting an attorney. Doing so, could save a lot of money in the long term. It’s also a very good idea to hire an accounting professional to review all financial-related matters.
The purchase and sale agreement is a document that an experienced lawyer needs to review, regardless of whether you’re selling or buying and regardless of whether the sale includes only assets or the entire business.
The seller must notify the buyer before closing of any factor or event that may cause a violation of laws, zoning, covenants or other aspects, as well as any pending claims or litigation that may impact the business. The seller also must hold the buyer harmless from any loss or liability because of breeching any representation or warranty.
Another potential liability is violation of confidentiality or a nonsolicitation agreement. “I see the buyer litigate more frequently in this area than others,” said Ed Wolfe, a principal with Wolfe Law Offices PPLS in Bremerton who has an extensive experience in the legal field including as a business attorney.
Confidentiality could involve various aspects, from client lists and trademarks to financial matters. Buyers also sometime request a clause that keeps the seller from opening up a competing business within a certain geographic area for a certain number of years.
Matters related to a business sale include employment issues, debt transfer, outstanding contracts, leases, and notifying appropriate agencies. A business attorney will look at all those details, as well as make sure you haven’t overlooked anything. The lawyer can also help negotiate the agreement — almost everything, except for certain provisions involving codes and laws — can be negotiated.
“An experienced lawyer probably saves the buyer (or seller) money in the long term because of the potential hidden land mines,” Wolfe said. | 
