Selling or acquiring a business requires precision, strategy, and foresight. At St. Johns Law Group, St. Augustine’s largest law firm, our business buy/sell attorneys guide you through every step—from structuring your deal and drafting the Letter of Intent (LOI) to managing due diligence and conducting seamless closings.
We work closely with your CPA, financial advisors, and brokers to deliver deals that preserve value, minimize risk, and protect your legacy—all while keeping your operations running smoothly.
Maximize Deal Value: Whether you’re pursuing an asset acquisition of a profitable division or a full equity sale of your company, we look for tax- and risk-efficiency.
Minimize Deal Risks: Avoid post-close disputes related to representations, indemnities, or transition obligations.
Preserve Confidentiality: We establish strong non-disclosure agreements (NDAs) and manage the data room to protect your business from external exposure.
Ensure Smooth Transitions: From key employee retention to lease assignments, we design timelines and agreements that minimize disruption and maximize continuity.
Asset Purchase: Ideal when buyers want selective ownership or sellers want to shed liabilities.
Stock/Interest Purchase: Favored for continuity of contracts and licenses, though carries legacy liabilities.
Mergers: Used when combining entities to optimize structure or enterprise value.
We draft purpose-driven LOIs and exclusivity terms that define purchase price, structure, due diligence scope, and closing timelines—providing clarity and negotiating leverage.
We coordinate financial, operational, HR, and legal diligence—managing data-room access and preparing your business for scrutiny. You’ll know what’s coming and how to fix it, fast.
We deliver APA/SPAs, Asset Purchase Agreements, and Member/Shareholder Interest agreements with strategic terms including:
Representations & warranties with defined survival periods
Indemnification triggers with caps, baskets, and escrow mechanisms
Transition obligations and employee non-competes for stability
We handle landlord consents, assignment of key licenses and permits, and third-party notifications to ensure legal continuity.
From funding to deliverables and pro-rations, we close efficiently. Post-closing, we assist with rollover structures, transitional services agreements (TSAs), and dispute avoidance follow-ups.
Case Study: A well-established dental clinic in Ponte Vedra needed to sell 50% interest to a partner retiring but wanted to ensure continuity for patients and staff. We:
Structured a phased stock purchase with earn-out.
Drafted LOI capturing transition and valuation formulas.
Conducted due diligence and negotiated key-employee retention bonuses.
Executed the closing and drafted a transition services agreement for the retiring partner for handover.
Result: Seamless transition, preserved business value, minimal client disruption, and future profitability.
If issues arise—like breaches of covenant, collectability problems, or earn-out disputes—our litigation team, led by experienced counsel, will aggressively protect your rights. We work in tandem with estate administration or probate attorneys when personal representatives are involved, ensuring legal clarity across all situations.
Decades of Transaction Experience: 12 attorneys combining 265+ years of legal experience supporting legal representation for buy/sell, succession, tax, real estate, and litigation.
360° Legal Coverage: From entity formation to real estate transitions and litigation, we’re your one-stop legal partner.
Regional Expertise: Deep understanding of Northeast Florida’s business landscape including medical, dental, hospitality, real estate, and professional services sectors.
Dedicated & Responsive Service®: We emphasize clear communication, strategic counsel, and client-centered outcomes.
Business Succession Planning – transition strategies if you’re retiring or passing the business to family.
Corporate Law – compliance and governance guidance after acquisition or restructuring.
Commercial Leasing – ensure your lease terms support ownership change.
Estate Planning Hub – align your personal estate and wealth management with business transitions.
Proudly serving businesses across:
St. Augustine • St. Augustine Beach • Ponte Vedra • Nocatee • Palm Coast/Flagler • Jacksonville/Duval • Green Cove Springs/Clay • Palatka/Putnam • Fernandina/Nassau.
Whether you’re planning to buy, sell, or reorganize your business, our St. Augustine buy/sell attorneys will craft a deal aligned with your financial and strategic goals.
👉 Contact St. Johns Law Group today for a confidential consultation—in person, by phone, or virtually.
How long does a typical small business buy/sell take?
Most small- to mid-market deals close in 60–120 days. Complexity, exclusivity, diligence needs, and third-party approvals can extend this timeframe.
Should I sell assets or company shares?
Asset Sale: Better tax control and liability protection.
Stock Sale: Easier transfer of operations and less disruption for intact entities.
Can I use a buy/sell agreement to fund owner retirement?
Yes—commonly funded via life insurance, structured earn-outs, or installment payments to mitigate cash flow impact.
Ann Miles – Business Entity Formation & Transactions
James Hatfield, J.D./LL.M. – Tax Structuring & Allocation Strategy
Felecia Walker – Business Inheritance Disputes
Douglas Burnett – High-Stakes Commercial Transactions