Purchase/Sale/Transfer of a Business

Advice on comprehensive issues with conveying a business
Gross McGinley Allentown PA Business Law Attorneys

Purchase/Sale/Transfer of a Business

Safeguarding Investments, Legal Interests, and Assets

Whether you’re buying, selling, or transferring a business, you’ll face a thick stack of legal paperwork. Don’t tackle it alone. You’ll benefit from our attorneys’ deep, broad knowledge that includes partnership dissolutions, franchises, corporate mergers, stock sale/ transfer, and more.

Selling or buying a business isn’t the time for a DIY approach. This complicated process benefits from working with experienced attorneys. Our approach includes learning about your objectives and goals so we can give you the best guidance.

Our team identifies possible challenges and helps mitigate risk through negotiations and due diligence to the final closing. We’ll handle the volumes of documents to prepare, review, and sign. We also assist with:

  • Asset sale-purchase agreements
  • Bills of Sale
  • Franchises
  • Letters of Intent
  • Mergers & Acquisitions
  • Sale/ Transfer Stock Membership


Think of an asset sale purchase agreement (APA) as a very detailed receipt of your company’s assets. This agreement defines the terms of a business transaction by:

  • Describing the reason for the business sale
  • Establishing sale guidelines like payment and price
  • Transferring asset ownership from the seller to the buyer

Also known as a business purchase agreement, don’t confuse it with a merger or acquisition. Our business attorneys offer extensive experience providing legal counsel for buyers and sellers involved in business transactions, including APAs.

A Bill of Sale transfers business assets — like furniture, fixtures, or equipment — to the buyer. Often used when a company sells or buys something of high value, like an aircraft or automobile, it includes all the transaction’s details and protects both parties from potential future disagreements.

Businesses and individuals may use a Bill of Sale, and our attorneys are happy to advise on which type of document you may need, including:

  • Absolute Bill of Sale
  • Conditional Bill of Sale
  • Quitclaim Bill of Sale
  • Bill of Sale with warranty
  • Vehicle Bill of Sale

Considering the purchase of a franchise? Congratulations! Now that you’ve taken that first step, it pays to consult with a franchise attorney. Our attorneys will help you to navigate preliminary processes required to start a franchise operation. We review Franchise Disclosure Documents (FDDs), which provide a wealth of information about the franchisor, operations management, fees, financing arrangements, and more. Our services include a range of legal business issues that include:

  • Evaluating franchise opportunities
  • Advising on all steps to become a franchisee
  • Reviewing leases, confidentiality agreements, existing franchise agreements and other agreements
  • Providing counsel on franchise sales, transfers, and exit strategies
  • Setting up franchisee associations

Whatever your needs and whatever your goal, we’ll look out for your best interests.

While it’s not a binding legal agreement, a letter of intent (LOI) describes business deals between two (or more) parties. LOIs usually include binding and nonbinding provisions such as:

  • Confidentiality
  • Assumed liabilities
  • Proposed transaction’s structure
  • Statement of conditions to be satisfied
  • Breakup fees
  • Provisions for deal termination
  • Fee payment if the deal falls through for various reasons
  • Plans for expanding/ downsizing operations

Because an LOI’s wording is so important — especially if one party attempts to enforce the LOI as a binding document — working with an attorney will protect your interests. Our attorneys will make sure you don’t unintentionally create terms that the other party tries to enforce, if they’re nonbinding.

Mergers and acquisitions (M&A) transactions result in two companies consolidating into one. Whether you’re on the merger or acquisition side of things, it’s a major event with significant implications for employees, management, owners, and customers.

Our M&A attorneys will manage the entire process, using their deep understanding of corporate law and a talent for understanding both minute details and the bigger picture. You want to work with a team well-versed in the legalities governing M&A law and skilled in strategic business planning and legal due diligence. Our lawyers will leverage their knowledge about corporate governance, antitrust, and taxation evaluate, structure, and execute your merger or acquisition.

Stock ownership carries an important right to transfer that ownership. Because the law sees stock as property, people can transfer or sell it freely unless prohibited by law or contract. Companies have discretion in restricting stock sale and transfer if that restriction is designed to:

  • Maintain a corporation’s status
  • Preserve exemptions under federal or state securities law
  • Connect with shares issued to the corporation’s directors, employees, independent contractors, or officers as equity-based compensation

Our attorneys assist with selling and transferring stock for businesses, including corporate stock, partnership interests, LLC member shares, and stock options.

Purchase/Sale/Transfer of a Business Team

View Profile Gross McGinley Allentown Law Firm Attorney John F. Gross

John F. “Jack” Gross

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Jennifer Hodges

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Michael S. Horvath, II

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Jennifer Kacsur

View Profile Gross McGinley Allentown Law Firm Attorney Paul A. McGinley

Paul A. McGinley

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Eileen Miller

Head Paralegal
View Profile Gross McGinley Attorney Jacob D. Oldaker

Jacob D. Oldaker

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Thomas E. Reilly, Jr.

View Profile Gross McGinley Allentown Law Firm Stuart T. Schmookler

Stuart T. Shmookler

View Profile Gross McGinley Allentown Law Firm Attorney Lauren Speziale

Loren L. Speziale


Frequently Asked Questions

Gross McGinley is a full-service law firm, providing legal guidance for both personal and professional needs. Please visit our services page to learn more!

Since 1976, we’ve been serving individuals, businesses, and communities through the greater Lehigh Valley. Learn more about us.

Group legal insurance plans are fast-growing employer benefits. Several employers have established relationships with Gross McGinley – simply inquire about your specific legal plan to see if yours is accepted.

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