Your Lawyer and Tax Accountant...
If You Are A Buyer
You may choose to have your attorney review your OFFER TO PURCHASE AGREEMENT. However, even if you do not, that "offer" agreement contains a paragraph exactly as follows entitled Legal Review: "Buyer shall have the right to have an attorney of their choosing review this Offer To Purchase agreement for the purpose of including in the Offer To Purchase any additional provisions deemed to be in the best interest of Buyer; however, none of which are to be contrary in effect, spirit or purpose to those business decision made and agreed to herein as between Buyer and Seller and the embodied (business) understandings between Seller, Buyer and Broker."
Of course, you will want to review the lease of your new premises with your attorney, as well as permits, licenses, tax lien clearance certificates, forming a corporation, and more!
If You Are A Seller
Once your business is listed, and sold, it is customary for the seller's attorney to prepare the "Purchase-Sale Agreement" and for the buyer's attorney to review it to be sure it includes elements that the buyer's attorney deems to be in the best interest of the buyer. Obviously, when the seller's attorney created the agreement, conditions and clauses considered essential will be included for the seller's protection.
Most transactions involve "owner financing". Accordingly, the seller's attorney will create the "Promissory Note" for the buyer's approval. Usually, the seller's attorney will cooperate with the buyer's lawyer in complying with the "Bulk Sales Laws" for the buyer's protection to be sure that a determination of the true status of the seller's accounts payable is established. The items recited on this page are meant to be illustrative rather than comprehensive.