Denver business purchase and sale attorney
Buy or sell a company on terms that match the price
Selling the company you built, or buying the one you have watched for years, is usually the largest contract you will ever sign. We help Colorado owners plan the structure, find the problems early and close on terms that match the price.
- One attorney from the first call to closing day
- Flat-fee letter of intent review
- A written issues list after diligence
When should you bring in a lawyer?
Earlier than most owners expect. By the time a buyer sends a letter of intent, the biggest decisions are already on the table: the price, whether it is an asset or a stock sale, how much is paid at closing and how much later, and how long you are locked into exclusive talks. Those terms are much harder to move once both sides have initialed them.
The ideal time for a first conversation is six to twelve months before you plan to sell, or as soon as a purchase starts to look serious. That window lets us clean up records, close ownership gaps and decide what you will and will not negotiate, so the deal itself is about business terms rather than surprises.
Selling or buying, the questions are different
We act for one side of each deal. Here is what that side usually needs most.
Selling a company
Keep the price you negotiated
For a seller, the risk is giving value back after the handshake through adjustments, holdbacks and promises about the past.
- Prepare the records a buyer will ask for before they ask
- Set how earn-outs, seller notes and escrow are measured and paid
- Limit the promises you make about the past, and for how long
- Plan your role after closing, from consulting terms to a clean exit
Buying a company
Know exactly what you are taking on
For a buyer, the risk is inheriting problems that were never on the table when the price was agreed.
- Structure the deal so known risks stay with the seller
- Run diligence with your lender and accountant on one checklist
- Turn each finding into a price, escrow or contract term
- Keep key customers, suppliers and staff in place on day one
How a deal runs, step by step
Most owner-led deals follow the same five stages. You will know which one you are in, and what comes next, at every point.
- 01Weeks 0 to 4
Plan the structure
We map your goals, tax picture and deal terms with your CPA before anything is signed.
- 02Weeks 2 to 6
Letter of intent
Price, structure, exclusivity and timeline agreed in writing, with the binding terms flagged.
- 0330 to 60 days
Due diligence
Records, contracts, people and liabilities reviewed, and a written issues list for you.
- 04Weeks 6 to 12
Purchase agreement
Findings become escrow, indemnity and closing conditions, negotiated line by line.
- 05Closing week
Closing and day one
Signatures, consents, filings and funds tracked on one checklist, then the handover begins.
Typical ranges for small and mid-sized companies. Every deal sets its own pace.
Asset sale or stock sale?
Structure often moves more value than the headline price. In an asset sale the buyer chooses which assets and liabilities it takes on; in a stock or membership-interest sale the company changes hands whole, history included. Sellers tend to prefer one and buyers the other, and the tax result can differ sharply, so we model both with your accountant before the letter of intent.
| Question | Asset sale | Stock sale |
|---|---|---|
| What transfers | Only the assets listed | The whole entity, as it stands |
| Past liabilities | Mostly stay with the seller | Travel with the company |
| Contracts and permits | Often need consent to assign | Usually stay in place |
| Who tends to prefer it | Buyers | Sellers |
What you get from us
Concrete work product at each stage, so you always have something in writing to decide from.
Deal structure memo
A short written comparison of structures, prepared with your CPA before you sign anything.
Letter of intent review
Line-by-line comments on price, exclusivity and the terms that bind you.
Written issues list
Every diligence finding ranked by risk, with the price or contract fix we recommend.
Purchase agreement
Escrow, indemnity and closing conditions built around what diligence found.
Closing checklist
Priya tracks every signature, consent, filing and wire until the last item is done.
Day-one handover
Assignments, notices and a transition agreement so the business keeps running.
Regional distributor purchase
A family-owned supplier acquired a competing distributor, adding two warehouses and a second service territory.
Read more
Founder buyout restructuring
Three co-founders renegotiated ownership so one could exit on a five-year payout without disrupting the business.
Read moreIllustrative examples, past results do not predict future outcomes.
Our acquisition had three parties, two lenders and a tight deadline. Elias kept the purchase agreement focused on the issues that actually mattered, Priya kept the checklist moving, and we opened as one company on schedule.
Illustrative client story on a demo site.
What does it cost?
Planning work is quoted as a flat fee, so a structure memo or a letter of intent review is priced before we start. A full purchase or sale is quoted after the first meeting, once we know the size of the deal, the number of parties and how ready the records are. You see the quote in writing before any work begins, and filing or third-party costs are listed separately.
See flat-fee packagesIllustrative demo prices, not a quote for any real matter.
Questions owners ask about deals
Short answers to what comes up most before a purchase or a sale.
From letter of intent to closing, sixty to one hundred twenty days is common. Having the records ready before buyers see them is what keeps a deal near the short end.
An earn-out pays part of the price later if the business hits agreed targets. It can bridge a gap on value, but only if the targets, the accounting rules and your control after closing are written precisely.
It helps. Most of the letter is non-binding, but exclusivity, confidentiality and expense terms usually bind you, and the structure it sets is hard to change later.
A portion of the price held after closing to cover specific risks found in diligence. The amount, the length and the release terms are all negotiable.
Not until you choose. Confidentiality agreements and a staged disclosure plan keep the news contained until the timing is right for the business.
Yes. Most deals have a broker or banker and a CPA. We coordinate with each so there is one checklist and no duplicated work.
Often part of the same deal
A sale or purchase usually touches governance, tax and contracts too. These are the practice areas that most often join a deal.
Formation & governance
Choosing the right entity, drafting operating agreements and bylaws, and keeping annual records clean so the company holds up later.
ExploreTax planning for owners
Entity elections, owner compensation and transaction structure reviewed with your CPA so fewer surprises reach the return.
ExploreContract disputes
Demand letters, negotiation and mediation for business contract conflicts, aiming to resolve them before they reach court.
Explore