Buying a Business in Pennsylvania: Buyer Representation by Todd Nurick of Nurick Law Group
- Todd Nurick
- 11 minutes ago
- 7 min read
Buying a Business in Pennsylvania: Buyer Representation by Todd Nurick of Nurick Law Group is focused on helping purchasers structure the deal, run disciplined diligence, and negotiate enforceable protections that reduce post-closing surprises.
If you are buying a business (or just its assets), you're not only negotiating price. You are negotiating what you are actually acquiring, what liabilities come with it, what you will inherit post-closing, and what happens if the reality of the business does not match what was promised.
I recently wrote a seller-side guide for business owners preparing to exit. This post is the flip side: what buyers should focus on, what buyer-side counsel is doing behind the scenes, and where purchasers most often get surprised after closing. (Seller-side guide: https://www.toddnurick.com/post/pennsylvania-business-sale-attorney-selling-a-business-seller-representation-todd-nurick)
Todd Nurick of Nurick Law Group, a Pennsylvania and New York business attorney, helps buyers evaluate risk, structure the transaction, run diligence with discipline, and negotiate the deal terms that matter most—so the purchase does not become a post-closing dispute.
Buying a Business in Pennsylvania: Buyer Representation by Todd Nurick of Nurick Law Group is risk engineering-not paperwork
A purchase agreement is a risk-allocation document.
If the buyer is not deliberate, the buyer may:
Overpay because diligence issues appear too late to address cleanly or was not performed thoroughly.
Inherit liabilities the buyer thought were “the seller’s problem.”
Miss critical consents (leases, key contracts, licenses) and discover after closing that the business cannot operate as expected.
Discover liens, tax issues, or compliance problems that interfere with operations, financing, or a clean transfer of assets.
Buyer-side counsel’s job is to reduce those outcomes by structuring the deal correctly, forcing clarity in the Letter of Intent ("LOI"), managing diligence, and drafting enforceable protections in the definitive agreements.
Step one: Decide what you are actually buying (asset deal vs. equity deal)
Many buyers start with the purchase price and “what’s included,” but structure comes first.
Asset sale. You purchase selected assets and (ideally) assume only specified liabilities. Asset deals can be cleaner for limiting "legacy" liabilities, but they raise practical issues like lien releases, contract/lease assignments, permits, and purchase-price allocation (often requiring Form 8594 reporting when applicable). As an aside, "Goodwill", including intellectual property such as the business' name, is often an asset in these agreements, as well.
Equity sale. You buy stock/membership interests and step into the entity’s history. That can simplify continuity of contracts and operations, but it typically requires broader representations, warranties, and disclosure schedules because you are inheriting the entity’s past.
A buyer-side Pennsylvania business purchase attorney will help you align structure with risk tolerance, financing realities, tax posture, and what you need operationally on day one after closing.
Step two: Treat the LOI like a risk document, not a simple or typical handshake
Buyers often sign LOIs that feel “nonbinding,” then find out the LOI set expectations that are hard to unwind later.
Buyer-side LOI terms that matter include:
Deal structure (asset vs. equity).
What liabilities are assumed (and which are not).
Exclusivity and diligence access.
Working capital or other purchase-price adjustment framework.
Escrow holdback concepts and survival periods (even if only “in principle” at LOI).
Any earnout concepts and how it would be measured.
Key conditions to closing (financing, consents, landlord approval, etc.).
The LOI is where a buyer can prevent the “we’ll figure that out later” problem.
Step three: Run diligence like a buyer
Diligence is not only about collecting documents. It is about confirming that what you think you are buying is real, transferable, and sustainable.
Financial diligence (validate earnings, not just revenue)
Common buyer-side diligence includes:
Quality of earnings / normalization of owner add-backs (where relevant).
Customer concentration and churn risk.
Aged receivables and payables.
Inventory methodology and slow-moving/obsolete inventory.
Margin drivers (pricing, COGS variability, vendor dependence).
Capital expenditure needs that will hit right after closing.
Operational diligence (are you able to actually run it after closing?)
Buyers should test:
Who really “runs” the business day to day (and whether they are staying).
Vendor concentration and supply-chain fragility.
Critical systems, cybersecurity posture, and data handling (especially for regulated or consumer-data businesses).
Whether the target’s licenses and permits transfer or must be reissued.
Legal diligence (transferability, liabilities, and constraints)
Buyer-side legal diligence often focuses on:
Entity authority and ownership records (who can sign, and who must approve).
Key customer/vendor contracts (assignment restrictions, change-of-control clauses, termination rights).
Leases (assignment requirements, landlord consent, personal guaranties, options).
Employment and contractor documentation (classification risk, restrictive covenants, benefit plans).
Intellectual property ownership (including assignments from contractors and developers).
Existing disputes, threatened claims, and compliance gaps.
Liens and UCC issues (do not assume “it’ll be paid off”)
Buyers should confirm whether assets are encumbered and what it takes to deliver clear title/transferable assets.
In Pennsylvania, UCC filings and searches are handled through the Department of State’s UCC resources, and search fees apply.
Step four: Pennsylvania bulk sales clearance is a buyer problem if ignored
Pennsylvania’s bulk sales process matters because it requires purchasers to secure bulk sale clearance certificates from sellers in covered transfers.
If bulk sales compliance applies to the transaction and is ignored, the buyer may inherit exposure that the buyer did not price into the deal.
Practically, buyer-side deal planning often addresses:
Whether bulk sales applies to the particular transfer.
What the seller must provide (and on what timeline).
What the buyer will require as a closing condition and what will be escrowed if clearance is delayed.
This is one of those issues that becomes expensive only after it is too late to fix cheaply.
Step five: The purchase agreement is where buyers actually get the most protection (aside from statutory, etc.)
A buyer-friendly term sheet does not matter if the definitive documents do not enforce it.
Buyer-side representation typically focuses on these levers.
Representations and warranties (and how they are qualified)
Buyers often want broad statements about financials, compliance, taxes, contracts, IP ownership, employee matters, litigation, and undisclosed liabilities.
But broad reps alone are not enough. The protections come from:
Materiality qualifiers and disclosure schedule structure (so you know what is being carved out).
Knowledge qualifiers (where appropriate), and what “knowledge” actually means.
Survival periods and how claims are made.
Indemnification, caps, baskets, and escrow mechanics
Indemnification is the enforcement engine.
Buyer counsel will focus on:
What claims are covered (including “fundamental reps” and special indemnities).
Claim procedures (notice, defense, settlement control).
Escrow size and duration (and when it releases).
Whether there is any representation & warranty insurance (if the deal size supports it).
Working capital and purchase-price adjustments
Many disputes come from vague working capital provisions.
Buyers should insist on:
Clear definitions (what counts, what doesn’t).
Consistent accounting methodology.
A fair post-closing true-up and dispute process.
Noncompete, nonsolicitation, and transition support
If the seller is staying in the same market, a poorly drafted noncompete can erase value quickly.
Buyer-side drafting typically narrows the restriction enough to be enforceable while still protecting the deal, and it defines transition services realistically (scope, duration, compensation, and what happens if cooperation breaks down).
Step six: Financing, lender requirements, and third-party consents
Even smaller acquisitions often involve a lender, and lender diligence can drive closing deliverables.
Buyers should expect lender-driven requirements such as:
Proof of entity good standing and authority.
Clear lien payoff and UCC termination documentation.
Landlord consents and estoppels (if the premises matters).
Insurance requirements and endorsements.
Closing certificates and bring-down confirmations.
Buyer-side counsel can coordinate these requirements so they do not become last-minute "deal killers".
Step seven: Tax allocation and reporting (often overlooked in asset deals)
When an acquisition is treated as an asset acquisition under IRC §1060, both seller and buyer may need to file IRS Form 8594 in applicable situations.
This is also where buyers should pay attention to purchase-price allocation (because allocation impacts future depreciation/amortization and can affect the economics of the deal).
Step eight: For larger deals, antitrust/HSR timing should be checked early
HSR (Hart–Scott–Rodino Antitrust Improvements Act of 1976) is a set of amendments to the antitrust laws of the US. Most small and mid-market purchases are not reportable, but buyers should not guess.
HSR thresholds and filing fees are updated annually; the FTC publishes current 2026 thresholds and related guidance.
If the deal is anywhere near those thresholds (or part of a series of acquisitions), build that analysis into timing from the start.
A practical buyer checklist before signing definitive documents
Before you sign, a buyer should be able to answer “yes” to these questions:
We know exactly what we are buying (assets, equity, or both) and what liabilities we are assuming.
We have identified required third-party consents (leases, key contracts, permits) and have a closing plan for them.
We have verified liens/UCC issues and have a documented payoff and termination path.
We have a clear working capital / purchase price adjustment framework that is not vague.
Indemnification and escrow terms match the real risk profile of the target.
Bulk sales compliance has been evaluated and addressed as a closing condition where applicable.
Tax reporting and allocation issues have been addressed with advisors when required, including Form 8594 where applicable.
Conclusion
Buying a business can be a powerful way to grow, but buyers get hurt when they treat diligence as “document collection” and treat the purchase agreement as a formality.
Buyer representation is about disciplined diligence, clear deal structure, enforceable protections, and closing mechanics that actually work in the real world.
If you are considering buying a business or business assets, Todd Nurick and Nurick Law Group can help you structure the transaction, run diligence, negotiate the terms that matter, and close with clarity.
Sources
SBA — Buy an existing business or franchise: https://www.sba.gov/business-guide/plan-your-business/buy-existing-business-or-franchise
Pennsylvania Department of Revenue — Bulk Sales Notice: https://www.pa.gov/agencies/revenue/resources/tax-law-policies-bulletins-notices/bulk-sales
Pennsylvania Department of State — Uniform Commercial Code (UCC): https://www.pa.gov/agencies/dos/resources/business-resources/uniform-commercial-code
IRS — About Form 8594 (Asset Acquisition Statement Under Section 1060): https://www.irs.gov/forms-pubs/about-form-8594
Federal Trade Commission — New HSR thresholds and filing fees for 2026: https://www.ftc.gov/enforcement/competition-matters/2026/01/new-hsr-thresholds-filing-fees-2026
Federal Trade Commission — Press release (2026 update of jurisdictional and fee thresholds): https://www.ftc.gov/news-events/news/press-releases/2026/01/ftc-announces-2026-update-jurisdictional-fee-thresholds-premerger-notification-filings
This article is for informational purposes only and is not legal advice. Reading it does not create an attorney client relationship. Todd Nurick and Nurick Law Group are not your attorneys unless and until there is a fully executed written fee agreement with Todd Nurick or Nurick Law Group.