What You Should Know About Buying a Business in Massachusetts
Legal Considerations for Buying an Existing BusinessYour first start as a business owner may be creating a new business of your own, or it may involve purchasing a business that already exists. There are a few things you should know from a legal perspective if you are considering a purchase.
The form of the purchase: this can be either a purchase of a corporate entity itself (i.e., an LLC or S Corporation), or a purchase of the assets of the business. Most buyers prefer an asset purchase agreement over a stock sale, for the simple reason that you do not then automatically assume the liabilities of the existing business. If you purchase the corporate entity instead, you should be prepared to do thorough due diligence to make sure you understand any liabilities or risks you are assuming. Transition of cash, pending orders, or receivables: who gets what after the closing is a business decision between yourself and the seller, but whatever agreement you reach should be clear in the final contract to avoid disputes down the road. Transition of employees: if there are employees you wish to have continue, your documents should be clear that their employment with the seller terminates as of the closing, and begins as new employment with you as the purchaser thereafter. This will create a clear "before" and "after" line for any employment liabilities the seller may have accrued. Learn more here about buying or selling a business in Massachusetts. |
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Meet Our Business Attorneys
Emily Smith-Lee is the owner and founder of slnlaw. She is a 1996 graduate of Boston College Law School. She was previously a partner at the Boston office of a large international firm, where she worked for thirteen years with a focus on business litigation. In 2009, she started the firm that since became slnlaw, and has grown it from a solo practice to a five-attorney firm with multiple practice areas. She has been recognized as Massachusetts Superlawyer each year since 2013, and in 2018 earned recognition as one of Massachusetts Lawyers Weekly's Lawyers of the Year. She has written a book on employment law: Rules of the Road, What You Need to Know About Employment Laws in Massachusetts, and helped hundreds of small business owners with contracts, business transactions, employment law advice, business incorporation, and risk management. She has also litigated business disputes in state and federal courts.
Rebecca Rogers: Rebecca is a 2006 graduate of Boston College Law School, and has worked with slnlaw since 2013. She previously worked as an intellectual property litigation attorney for Fish & Richardson in Boston, Massachusetts, and clerked for the Massachusetts Supreme Judicial Court. Rebecca has helped clients with business contracts, employment contracts, and employment law advice.
Jenna Ordway: Jenna is a 2013 graduate of Quinnipiac Law School, and also earned an LLM in Taxation from Boston University in 2015. She has been affiliated with slnlaw since 2011, first as a law clerk and then as an attorney. Jenna has been recognized since 2019 as a "Rising Star" by Massachusetts Superlawyers. Jenna has helped many small business owners with business incorporation, contract review, advice and analysis regarding business disputes, employment law advice, and advice to business owners about succession planning as part of their estate plans.
Elijah Bresley: Eli is a 2014 graduate of Seton Hall Law school, and has worked with slnlaw since 2020. He previously worked for a boutique employment law firm outside of Boston, and then for the Labor and Employment department of a large Boston firm. He also spent a year clerking for the judges of the Superior Court in Hartford, Connecticut. Eli has helped our small business clients with employment law advice and defense of employment-related lawsuits in MCAD and state and federal courts.
Sharleen Tinnin: Sharleen is a 2010 graduate of Northeastern University School of Law, and has been with slnlaw since 2023. Prior to joining slnlaw, she worked with King, Tilden, McEttrick & Brink, P.C. on complex civil litigation matters. She previously worked for the United States Department of Justice, and received an "Excellence in Justice" award in 2017. Sharleen has helped clients litigate business disputes in state and federal courts, and advised business owners about succession considerations as part of their estate planning.
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Jenna Ordway
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