Sale and Purchase of BusinessPassaro, Kahne, Taylor, DeFrancesco & Thompson Law Offices, P.L.L.C. has represented both Buyers and Sellers in numerous sales, purchases, mergers and transfers of Closely Held Businesses. Transactions have involved family members, key employees and third parties and have ranged from under $100,000 to more than $30 million dollars.

We recognize that the transactions involve extremely complex and emotional personal, business, legal and tax issues. We strive to assist our clients to satisfy their personal objectives while recognizing the uniqueness of each transaction.

The attorneys at Passaro, Kahne, Taylor, DeFrancesco & Thompson Law Offices work with other members of your advisory team to offer clients a broad range of Purchase and Sale of Businesses advice and representation.

Establishing the price and terms of sale including:

  • Providing security for future payments
  • Addressing transferee liability to buyers for tax and other obligations of the Seller
  • Drafting Confidentiality Agreements
  • Drafting Non-Competition Agreements
  • Drafting and Reviewing Purchase Agreements and related documents

Maximizing tax benefits to buyers and sellers including:

  • Allocating of purchase price between capital gains and ordinary income
  • Comparing Sale of Stock v. to a Sale of Assets
  • Addressing unique S Corporation issues
  • Reviewing tax deductibility to the buyer
  • Drafting Tax-Free Business Divisions
  • Closing of transaction

Acquisitions & Transfers of Liquor Licenses

Tax and Estate Planning for Sellers


Whether you need legal assistance with running your business, purchasing or selling property, writing an estate plan or administering a trust, we can help you. Let’s set a time when we can talk.