Connecticut Purchase and Sale Attorneys

Connecticut Purchase and Sale Attorneys

At Aeton Law Partners, our Connecticut business transaction attorneys help represent buyers, sellers, and operators in the small to mid-size business market.  We can represent you from the beginning of the transaction lifecycle to the end, or for any aspect of a transaction.  We also represent executives, minority shareholders, and stakeholders to protect their specific interests in larger purchase and sale deals to include vesting of options, minority interests, change in control and incentive, compensation, profit interests, and earn outs.


Aeton recommends that you retain counsel early in the purchase and sale process.  Aeton’s attorneys can represent you at any stage of the process, but the sooner you obtain guidance from a transaction attorney on the purchase process the better chances for success.  This typically means you hire counsel before signing a non-disclosure agreement (“NDA”) when evaluating potential acquisitions or buyers. NDAs are typically negotiated as the terms may have implications for competition or solicitation concerning any confidential information you want to evaluate or share.

Another early critical phase is the letter of intent (“LOI”).  You are not required to have an attorney for an LOI, or any aspect of the transaction for that matter, but you should involve counsel when drafting an LOI.  The LOI is usually non-binding, but some provisions may bind the parties, and the LOI may very well omit or include terms you later do not want.  After the LOI, you will negotiate and sign a more definitive purchase agreement in the form of a stock purchase agreement, membership purchase agreement, or asset purchase agreement.  These agreements are complex and will greatly impact whether your deal is on fair terms.  A further aspect of any deal is due diligence for legal and financial matters. This involves an in depth analysis of the legal and financial aspects of a deal.  Due diligence may take place before an LOI, after an LOI, or up to a closing date under a definitive purchase agreement.

Here are some examples of how Aeton’s attorneys can help when buying or selling a small to mid-market business:

  •  Pre Sale Scenarios.  Hire Aeton well before you plan on selling your business.  We can provide insight into what the sales process will look like, and in particular, how due diligence will impact the final sales price. We will help you evaluate aspects of your business that can be improved to better position your company for sale.
  • Negotiating with Brokers and Investment Bankers.  When you are ready to sell your business, you might select a business broker or investment banking services to support the sale. Aeton will evaluate and negotiate the terms of your contract to help facilitate the sales process.
  • Target Buyers.  Some sellers ask our help in identifying target buyers.  Not every business is well served by mass mailers to contact lists of private equity groups.  There are times when the nature of a business is more valuable or strategic for certain private or family buyers.
  • NDA response.  Whether you are buyer of seller, we will evaluate and negotiate NDA provisions.  As a seller, you may receive numerous requests to changes to your NDA.  We will help you develop an efficient way of responding to keep the process moving without bottlenecking.
  • Due Diligence.  We can assist with due diligence requests, or evaluation.  We can also recommend outside resources depending on the needs of any particular matter.
  • Letter of Intent.  When its time to make an offer, or evaluate receiving an offer, we will walk you through the material terms and how they might impact sales price.  LOI’s are not simply purchase price evaluation.  The material terms of any deal can greatly impact the final closing price for any deal. Whether you choose to address the key terms on value in a LOI or a definitive purchase agreement is case specific. Nevertheless, you will want to consider each of the factors that impact final sales price.
  • Purchase Agreement.  Once the LOI is executed, the parties will exchange drafts of the definitive purchase agreement. These agreements range in complexity depending on the deal and type of business.  There are numerous terms and clauses impacting price and risk in every deal document.  Some of these terms include working capital adjustments, earn outs, indemnity, caps and baskets, exclusions of liability, representations and warranties, covenants, and contingencies.
  • Post-closing.  Many deals require a seller to stay on as a consultant or employee after closing.  We can draft or negotiate post-closing terms that may include signing bonus, retention bonus, incentive compensation, stock options, change in control, and non-competition.


If you are considering buying or selling a business, contact us today.  Talk to us about our approach to the process.  We are happy to give you references for prior deals.

Contact Aeton Law Partners to learn more about our firm, our deep business transaction experience, or to speak with an experienced Connecticut M&A lawyer.


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