What is a No-Shop Clause and When Should You Agree to One?
What is a No-Shop Clause and When Should You Agree to One? Quick Answer A no-shop clause is an exclusivity provision that prohibits a seller from soliciting or accepting competing offers for a defined period, typically 30 to 90 days. It gives the buyer uninterrupted time to complete due diligence and protects both parties’ investment […]
The Essential Closing Conditions Checklist for Business Sales
The Essential Closing Conditions Checklist for Business Sales Quick Answer A closing conditions checklist for business sales is a legal and practical roadmap that identifies all items, purchase price terms, asset transfers, lease assignments, tax filings, employee notices, and regulatory approvals, that buyer and seller must complete before the sale date to finalize the deal […]
How Vendor and Customer Contracts Transfer in a Business Sale
How Vendor and Customer Contracts Transfer in a Business Sale Quick Answer Vendor and customer contracts typically transfer through assignment (passing rights to the buyer while seller may retain some obligations), novation (all parties agree to release the seller and bind the buyer), or require consent from the counterparty before any transfer occurs. Most long-term […]
Consulting Agreements After Selling Your Business in 2026: The 6 Terms That Actually Matter
Post-close consulting agreements (typical: 6-24 months at $200-$500/hour). The 6 terms to negotiate: hours, scope, term length, non-compete tie-in, and exit triggers.
Purchase Agreement or Letter of Intent: Which is Right for You?
Purchase Agreement or Letter of Intent: Which is Right for You? Quick Answer A letter of intent is a short, usually non-binding document (3-8 pages) that signals buyer interest, locks in price and basic terms, and grants exclusivity during a 60-120 day due diligence period. A purchase agreement is the final, legally binding contract drafted […]
Seller Notes in Business Sales: When They Make Sense
Seller Notes in Business Sales: When They Make Sense Quick Answer A seller note is a promissory note where a business owner accepts a portion of the purchase price as scheduled debt payments rather than cash at closing, typically representing around 21% of the sale price in technology deals. They work best when a buyer […]
How Escrow Works in a Business Sale
How Escrow Works in a Business Sale Quick Answer Escrow in a business sale is a neutral third-party arrangement where an impartial agent holds funds and documents until all contractual conditions are met, then releases them to both parties. This protects buyers and sellers by reducing execution risk, keeping capital secure, and providing objective verification […]
Equity Rollover: How Founders Keep Skin in the Game in a PE Deal, Tax, Dilution, and Exit Math
How equity rollover works in PE deals: 10-30% rollover, preferred vs common, drag/tag rights, exit ratchets. 76+ buyers, no fees, free calculator, no contract.
What Non-Compete Clauses Are Enforceable in Business Deals?
What Non-Compete Clauses Are Enforceable in Business Deals? Quick Answer Non-compete clauses in business deals are enforceable when they protect a legitimate business interest, are reasonable in scope and duration, and are tied to the purchase price or consideration. Courts typically uphold restrictions that limit geographic area and time period to what’s necessary to protect […]