Business Acquisition and Sale Counsel for Miami-Dade Owners and Buyers

A business acquisition or sale is a legal transfer of a company, its assets, or an ownership stake from one party to another. KEW Legal serves as outside general counsel for business owners and investors in Miami-Dade and South Florida. This page explains what that legal work covers and how it usually moves forward. Kristina E. Wilson is the lawyer responsible for this page. The firm has offices in Coral Gables and Sunny Isles Beach. You can call 305-990-2300 to talk about your deal.

What a Business Acquisition or Sale Involves

A business acquisition is a buyer taking over an existing company, its assets, or an ownership interest. A business sale is an owner leaving the company in whole or in part.

This practice works with owners planning an exit, buyers and investors evaluating a purchase, and partners changing who owns a company. A business sale or acquisition can involve leases, vendor contracts, and employees. The legal work reaches well beyond the price.

Structure matters from the start. In a stock (equity) purchase, the buyer acquires shares or ownership interests, and the company keeps its existing contracts and its past liabilities. In an asset purchase, the buyer chooses which assets and obligations to take. Each path carries different tax, consent, and liability issues. When a purchasing corporation makes an election under Section 338 of the Internal Revenue Code, or is treated as having made one, the target corporation in a qualified stock purchase is treated as having sold all of its assets at fair market value in a single transaction at the close of the acquisition date, and as a new corporation that purchased those assets as of the beginning of the following day.

What the Representation Covers

The representation covers the documents and legal checks that carry a deal from first terms to closing.

• Letters of intent and term sheets, including which terms are binding and which are not.
• Stock or asset purchase agreements, with representations, warranties, indemnification, and escrow or holdback terms.
• Due diligence on corporate records, contracts, leases, licenses, litigation history, and employment arrangements.
• Disclosure schedules, bills of sale, assignments, and owner resolutions.
• Non-compete and other restrictive covenant terms for sellers and buyers.

Florida and federal law add specific checks. Under Fla. Stat. § 213.758, a buyer of more than 50 percent of a business, its assets, or its stock can be liable for unpaid tax the seller owed from running it. Under Fla. Stat. § 213.758, a buyer of a business can become liable for the seller’s unpaid taxes administered by the Florida Department of Revenue that arise from operating the business, but the statute provides exceptions that release the buyer from that liability. One release applies when the seller provides the buyer with a receipt or certificate of compliance from the Florida Department of Revenue, subject to the conditions the statute sets out. Another release may apply under the statute when an audit finds the seller owes no tax, subject to the statute’s conditions.

Under Fla. Stat. § 542.335, a court will not enforce a restrictive covenant unless it is in a writing signed by the person it binds. The covenant must also meet the requirements of § 542.335, including a legitimate business interest that the party seeking enforcement must prove and a restraint that is reasonably necessary to protect that interest, with reasonable time, area, and line of business. Federal trademark law (Section 1060) generally allows a registered mark, or a mark covered by a pending application, to be assigned together with the goodwill of the business in which the mark is used, or with the part of that goodwill connected with and symbolized by the mark. An intent-to-use application, however, cannot be assigned before an amendment to allege use or a statement of use is filed, except to a successor to the business, or the part of it to which the mark pertains, if that business is ongoing and existing. Under 15 U.S.C. § 1060(a)(4), an unrecorded assignment is void against a later purchaser for valuable consideration without notice unless it is recorded within 3 months after its date or before that later purchase.

How the Process Works, Step by Step

A typical sale moves through six steps, from first review to closing.

1. Free first consultation. We review the deal, the parties, and your goals. The consultation is free, confidential, and carries no obligation to continue.
2. Document review. You receive a written list of issues, structure options, and open questions.
3. Letter of intent. We negotiate key terms and summarize the economic and legal points.
4. Due diligence. We send a request list, review the records, and write a summary of material findings.
5. Drafting. We draft and negotiate the purchase agreement and related documents.
6. Closing. We coordinate signatures, review the funds flow, and handle post-closing transfer filings.

Each step builds on the one before it. Problems found in diligence can change the price or the structure, so raising them early helps. Early review gives both sides more time to plan.

Timeline and Factors That Affect It

No timeline can be promised, because each deal depends on its own facts. The main drivers are below.

• Leases and vendor contracts that need the other side’s consent before a transfer.
• Financing, licensing, or regulatory approvals.
• How quickly corporate, tax, and employee records are produced.
• Disagreements over price, terms, or the closing date.

Complex deals with many consents usually take longer than simple ones. Disagreement between the parties can affect the timing of a deal. Gathering records early helps buyers and sellers alike, because it shortens the diligence stage.

The scope is discussed during the free first consultation, where the parties and documents are reviewed.

Why Work With KEW Legal

KEW Legal is a business law firm that works as outside general counsel for owners and investors. Its work covers acquisitions and sales alongside partnership disputes, vendor and contract matters, employment issues for employers, succession planning, commercial leases, real estate investment, and commercial evictions.

Those areas overlap in a sale. Outside general counsel representation can cover matters from the lease to the employee agreements connected to a deal.

Kristina E. Wilson is the lawyer responsible for this page. Our team includes support staff who handle scheduling, intake, and document logistics. The firm’s offices are in Coral Gables and Sunny Isles Beach.

This page gives general information about the legal process. It does not promise or predict any result in your matter. If part of your deal needs a different lawyer or firm, we will tell you.

Common Questions Before You Hire a Business Sale Lawyer

These are common questions about business sales in Florida.