Business Acquisition and Sale Attorney for Fort Lauderdale Clients | KEW Legal, Coral Gables

Business Acquisition and Sale Attorney for Fort Lauderdale Clients

KEW Legal is a business acquisition and sale law firm that handles the legal work of buying or selling an existing company. That work runs from the first letter of intent through closing and the handover that follows. The firm focuses on these matters as part of its outside general counsel practice for business owners and investors. Clients in Fort Lauderdale and Broward County are served from the firm’s Coral Gables and Sunny Isles Beach offices. This page explains what that work covers, how it runs, and what to ask before you sign anything.

What Business Acquisition and Sale Counsel Covers

Business acquisition and sale counsel covers the legal work of buying or selling an operating business. It starts with the first deal terms and ends after closing, when the business changes hands.

Deal stage matters. An offer, a letter of intent, and a signed purchase agreement each carry different legal weight, so each one needs a close read.

This work fits four kinds of readers:

• Founders selling a company they built.
• Owners planning an exit from a business they run.
• Buyers acquiring an operating business, such as a competitor or a key supplier’s company.
• Investors buying a business that comes with real estate or a commercial lease.

KEW Legal focuses on these matters within its outside general counsel practice. The service can address how a deal affects contracts, leases, and staff. Broward County clients are served from our Coral Gables and Sunny Isles Beach offices.

Many deals also raise state tax questions. A seller who owes unpaid Florida tax can leave a buyer exposed, so tax risk belongs in the deal review from the start.

What Is Included in a Business Sale or Purchase

A business sale or purchase includes the deal terms, the transfer structure, the purchase agreement, due diligence, and the closing papers.

• Letter of intent and term sheet review. We check price, exclusivity, confidentiality, and deposit terms. We also flag which clauses bind the parties.
• Asset or ownership-interest structure. An asset deal moves chosen assets and debts. A stock or membership-interest deal moves ownership instead. When a purchasing corporation makes an election under Section 338 of the Internal Revenue Code for a qualified stock purchase, the target corporation is treated as having sold all of its assets at fair market value at the close of the acquisition date in a single transaction. A tax advisor should review the structure against the facts.
• Purchase agreement. We draft and negotiate representations and warranties, indemnification, escrow or holdback terms, and closing conditions.
• Due diligence. We review corporate records, contracts, employment matters, leases, litigation history, licenses, and intellectual property. You can check a company’s entity status through the Florida Division of Corporations entity search.
• Non-compete terms. Under Fla. Stat. § 542.335, a restrictive covenant must be set out in a writing signed by the person against whom enforcement is sought. The party seeking enforcement must also plead and prove one or more legitimate business interests, and plead and prove that the restraint is reasonably necessary to protect those interests.
• Assigning trademarks and leases. The federal trademark assignment statute provides that assignments shall be made by instruments in writing that are duly executed. It is void against a later purchaser for valuable consideration without notice unless it is recorded within 3 months after the assignment or before that later purchase.

How the Acquisition or Sale Process Works

A typical deal moves through six stages, from the first consultation through closing and the handover afterward.

1. Consultation. We identify the deal type, the parties, your goals, and any known problems.
2. Letter of intent. We review which terms are binding before detailed diligence starts.
3. Diligence. We send a request list, review the documents, and give you a written issue memo.
4. Purchase agreement. We draft and negotiate the agreement and related documents.
5. Closing preparation. We track closing conditions, third-party consents, lease assignments, and the funds flow.
6. Closing and after. We confirm signed documents, file required transfers, and handle items such as assignment of contracts.

Timelines depend on deal size, diligence scope, and third-party consents, such as a landlord’s approval. Missing records and slow consents often hold up a closing, so start those requests early. KEW Legal does not promise a closing date or a deal outcome.

Keep your own list of open items, and bring it to the first meeting. Ask early for the seller’s state tax status, because it can change how the price is paid.

Why Work With KEW Legal on a Deal

KEW Legal handles business acquisition and sale matters as one part of its outside general counsel practice. A single deal can involve several of these matters at once.

• One review of the whole business. A sale can touch contracts, leases, employees, and succession plans. Outside general counsel work can address each of those matters.
• Reviewing the deal documents. The contracts involved in a purchase or sale can be reviewed to see how Florida law may affect their terms.
• Stated office locations. Our offices are in Coral Gables and Sunny Isles Beach. Broward County clients are served from those offices.
• Written scope. Before work begins, the engagement letter describes what the firm covers and what it does not.
• Stated fees. Any fee or cost we quote lists everything you may owe. Quoted fees stay in effect for at least 90 days unless we state a shorter period.
• Referral disclosure. If your matter needs a lawyer outside our practice areas, we will say so. It may be referred to another lawyer or firm.

Common Questions About Buying or Selling a Business in Florida

Short answers can help you decide when to bring in counsel.

Talk With KEW Legal About Your Sale or Purchase

If you hold a letter of intent, a buyer’s offer, or a closing date, the next step is a conversation about those exact terms. A seller weighing an offer, or a buyer with a signed letter of intent, can have binding clauses, tax exposure, and lease consent reviewed early.

Bring the drafts you have, even if they are unsigned. Then send us a message or call 305-990-2300, and we will tell you what we would review first.

No outcome is promised, and fees and costs are stated in writing before work begins. This page is published by KEW Legal. The firm is based in Coral Gables and Sunny Isles Beach, Florida, and serves Broward County clients from those offices.