Anatomy of a Main Street Deal: Buying and Selling Small Businesses in New York

Small business acquisitions make up the bulk of transactional deal flow for attorneys representing closely held companies, yet most M&A training focuses on large transactions involving investment bankers, data rooms, and full deal teams. Attorneys should attend this program to learn how sub-$5 million "Main Street" deals actually work, where counsel plays an expanded role, and where the most common and costly mistakes occur.

Attendees will learn how to guide a small-business purchase or sale through the full deal lifecycle, from the letter of intent to closing. The program covers choosing between asset and stock structures, New York successor liability, right-sizing due diligence when there is no data room, negotiating purchase agreement provisions that matter at this deal size, and using closing mechanics to prevent post-closing disputes.

This program is designed for transactional attorneys, general practitioners who advise closely held businesses and their owners, in-house and outside general counsel, and litigators who handle post-closing disputes and want to understand how these transactions are structured and documented.

This is an intermediate-level program. It assumes basic familiarity with business entities and general contract principles, but no prior M&A experience is required.

Learning Objectives:

1. Determine how transactions involving small, closely held businesses differ from larger M&A deals and how counsel’s role expands in them.
2. Compare asset purchases and stock purchases, including tax consequences and New York successor liability doctrines.
3. Develop a due diligence plan tailored to the size and risk profile of a small-business acquisition.
4. Negotiate and draft purchase agreement provisions, including representations and warranties, indemnification, purchase price mechanics, and restrictive covenants.
5. Prepare closing deliverables and structure the transaction documents to minimize post-closing disputes.