Mergers & Acquisitions Counsel for Long Island Business Owners — Buy Side, Sell Side, Start to Close
Buying or selling a business is one of the highest-stakes decisions you will make as an owner. We represent clients on both sides of the transaction — from the first letter of intent through due diligence, negotiation, and closing — so you understand every step before you take it.
What's the Difference Between a Merger and an Acquisition?
These terms are often used interchangeably, but they describe different transaction structures with different legal implications.
An acquisition occurs when one company purchases another — either by buying the target's assets or by purchasing its ownership interests (stock or membership units). The buyer absorbs the business, and the seller exits. An asset purchase lets the buyer select which assets and liabilities to take on. A stock purchase transfers the entire company, including its existing obligations.
A merger combines two entities into a single new or surviving company. Both parties contribute assets and operations, and the resulting structure reflects a negotiated ownership arrangement. Mergers are less common in small-to-mid-sized business transactions but are the right structure in specific circumstances — particularly when combining operations, client bases, or licensing arrangements.
The structure that fits your transaction depends on what you are buying, what liabilities exist, and how you want the deal taxed. That analysis happens before any agreement is signed.
We Represent Buyers and Sellers Across Long Island
Our M&A practice serves business owners throughout Suffolk County, Nassau County, and the broader Long Island and New York metro area. Whether you are acquiring a competitor, purchasing a business outright, or preparing your company for sale, the attorney handling your matter is involved from the first conversation — not handed off after the engagement letter.
We handle transactions of varying size and complexity, from closely held business sales to multi-party acquisitions involving real property, intellectual property, and existing employment relationships.
Due Diligence: Know What You're Buying Before You Close
Due diligence anxiety is one of the most common concerns buyers bring to us — and for good reason. Acquiring a business means acquiring its history. Undisclosed liabilities, pending disputes, problematic contracts, and compliance gaps can become your problem the moment the deal closes.
Our due diligence review examines:
- Corporate records and ownership structure
- Existing contracts, vendor agreements, and customer commitments
- Employment agreements, independent contractor classifications, and HR compliance posture
- Pending or threatened litigation and regulatory exposure
- Intellectual property ownership and any licensing arrangements
- Real property leases and any encumbrances on assets being transferred
Due diligence is not a formality. It is the stage where problems are identified while you still have leverage to address them — through price adjustment, representations and warranties, indemnification provisions, or, when necessary, walking away from a deal that doesn't hold up.
How a Transaction Moves from Letter of Intent to Closing
M&A transactions follow a defined sequence. Understanding that sequence makes the process manageable.
1. Letter of Intent
The LOI establishes the basic terms of the deal — purchase price, structure, exclusivity, and timeline. It is not binding on most terms, but it sets the framework for everything that follows. We review and negotiate LOIs to make sure the terms you agree to in principle are terms you can live with in the final agreement.
2. Due Diligence Review
Once the LOI is signed, both parties exchange information. The buyer reviews the seller's legal, financial, and operational records. The seller reviews the buyer's financial capacity and any representations being made. We manage this process and flag issues before they become closing problems.
3. Purchase Agreement Drafting and Negotiation
The purchase agreement — whether an asset purchase agreement or stock purchase agreement — is the governing document for the transaction. We draft and negotiate the representations, warranties, indemnification provisions, conditions to closing, and any post-closing obligations that protect your position.
4. Closing
At closing, documents are executed, funds transfer, and ownership changes hands. We coordinate the closing checklist, confirm all conditions have been satisfied, and make sure the transaction is properly documented and recorded.
Representation Built Around Your Position in the Deal
Buyers and sellers face different risks and different objectives. A buyer needs to know what they are getting. A seller needs to know their exposure ends at closing.
We structure our representation around which side of the table you are on. For buyers, that means thorough due diligence, a purchase agreement that limits inherited liability, and negotiated protections for the post-closing period. For sellers, it means clearly defined representations, indemnification caps, and terms that allow you to move on with confidence after the deal is done.
Negotiation is part of the service. The first offer is rarely the final offer, and the agreement as initially drafted rarely reflects the final negotiated position. Our job is to make sure the version you sign reflects your interests.
Frequently Asked Questions About Buying or Selling a Business in New York
How do I buy a business in New York with an attorney?
The process starts with a letter of intent that outlines the basic deal terms. From there, your attorney manages due diligence, drafts or reviews the purchase agreement, negotiates the final terms, and coordinates closing. Having counsel involved before the LOI is signed — not after — gives you the most leverage throughout the transaction.What is the difference between an asset purchase and a stock purchase?
In an asset purchase, the buyer selects specific assets and liabilities to acquire. In a stock purchase, the buyer acquires the entire company, including all existing obligations. Asset purchases are more common in small business transactions because they allow buyers to limit inherited liability. Stock purchases are often preferred by sellers for tax reasons. The right structure depends on the specifics of the deal.Do I need an M&A attorney for a small business acquisition?
Yes. The size of the transaction does not reduce the legal complexity — it reduces the dollar amount at risk, which is precisely why you cannot afford to absorb a problem that proper due diligence would have caught. Purchase agreements, representations and warranties, and indemnification provisions apply equally to a $500,000 acquisition and a $5 million one.How long does a business acquisition take to close in New York?
Most transactions close within 60 to 120 days of a signed letter of intent, depending on the complexity of due diligence, the responsiveness of both parties, and whether any issues surface during the review period. Transactions involving real property, regulatory approvals, or third-party consents may take longer.What is due diligence and why does it matter?
Due diligence is the structured review of the target company's legal, financial, and operational records before a deal closes. It exists to surface problems — undisclosed liabilities, contract issues, pending disputes, compliance gaps — while you still have the ability to negotiate around them or exit the deal. Skipping or rushing due diligence is one of the most common and costly mistakes buyers make.Do you represent both buyers and sellers?
We do. Our M&A practice covers both sides of the transaction. Buyers and sellers have different objectives and different risk profiles, and our representation is structured around your position in the deal.
Work With a Long Island M&A Attorney Who Handles Your Matter Directly
If you are buying or selling a business in Suffolk County, Nassau County, or anywhere on Long Island, we are ready to talk through your transaction. The attorney handling your matter is available to you throughout the process — not routed through a paralegal or junior associate.
Call us at (631) 691-2600 or use the link below to schedule a consultation.
