Business Transaction Attorney Serving the DMV
Buying or selling a business in Maryland, D.C., or Virginia? Work directly with one attorney on deal structure, due diligence, the purchase agreement, and closing.
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A business transaction attorney handles the legal side of buying or selling a company, from deal structure to the purchase agreement and closing. Thienel Law represents buyers and sellers across Maryland, D.C., and Virginia.
A business transaction attorney handles the legal side of buying or selling a company, from choosing the deal structure to drafting the purchase agreement and reaching a clean closing. Thienel Law guides buyers and sellers through business purchases and sales across Maryland, D.C., and Virginia. You work directly with Stephen Thienel, one attorney who handles the business, tax, and estate sides of the deal in-house, so the structure that looks good on paper also holds up when the tax bill and your personal exposure come due. Whether you are acquiring a company, selling the one you built, or buying out a co-owner, the terms you sign now are the ones you live with later.
What is a business transaction, and who needs an attorney for one?
A business transaction, in this context, is the purchase or sale of a company or its assets, structured as either an asset purchase or an equity purchase. Buyers need counsel to know what they are actually acquiring and to limit what they inherit. Sellers need counsel to get paid, cut off future liability, and keep the tax cost of the sale as low as the law allows. Owners buying out a partner or selling to an employee or family member face the same core questions. Anyone signing a letter of intent should have the deal structure reviewed before that letter starts to bind them.
What can go wrong when you buy or sell a business without counsel?
The single biggest decision in any deal is whether it is an asset purchase or an equity purchase, and that choice decides who inherits the seller’s debts, contracts, and liabilities. A buyer who signs an equity purchase can take on lawsuits, tax bills, and obligations that were never disclosed. A seller who signs a weak agreement can stay on the hook for the business long after closing, through broad indemnities or personal guarantees. A letter of intent that feels informal can bind you before you mean to commit. A clear, negotiated agreement turns an intention to buy or sell into a deal you can close and defend.
What does Thienel Law handle in a business purchase or sale?
Every deal is built around what is actually being bought or sold. Common work includes:
- Deal-structure analysis: asset purchase versus equity purchase, and the tax and liability trade-offs of each, reviewed with the LL.M. in taxation in-house
- Letters of intent and term sheets that protect you before the definitive agreement
- The purchase agreement, including price, payment terms, earnouts, and holdbacks
- Representations, warranties, indemnification, and escrow terms
- Due diligence review of contracts, leases, liens, and corporate records
- Seller and key-employee non-compete and non-solicitation covenants
- Assignment of contracts, leases, and licenses, and the consents to transfer them
- Closing documents, bills of sale, and post-closing transition terms
You get clear, flat terms before the work begins, so you know the scope and the cost up front.
How does a business sale work with Thienel Law?
You start with a free 30-minute consultation. It is a fit conversation for buyers and sellers who are ready to hire an attorney, not a strategy session, so we use it to understand the deal and confirm we are the right match. From there you work directly with Stephen, not a paralegal or an intake team. The practice runs online, with secure document sharing, video meetings, and electronic signatures, so you can move a deal forward from wherever the business is based. Stephen runs the sequence most deals follow, from letter of intent through due diligence and closing, keeping the tax consequences in view at each step.
How do business sales differ across Maryland, D.C., and Virginia?
The core deal mechanics are similar across the DMV, but a few rules genuinely differ, and non-compete covenants are the clearest example. In a business sale, buyers usually want the seller to agree not to open a competing business nearby. Maryland and Virginia restrict non-competes mainly inside the employer-employee relationship, and only for lower-wage or specific categories of workers, so a reasonable covenant a seller gives a buyer is judged by ordinary contract reasonableness rather than banned. The District of Columbia limits employee non-competes more broadly, yet it expressly excludes a covenant between the seller of a business and the buyer, so a seller’s covenant stays available in a D.C. deal. Virginia’s employee limits live in its low-wage worker non-compete statute, which does not reach a business-sale covenant. Because the same restriction can be void as an employment term yet enforceable in a sale, the drafting has to match the deal.
Related business services for DMV buyers and sellers
A purchase or sale connects to the rest of a company’s legal foundation. If you are forming the entity that will buy the business, start with business formation. Deals run on contracts, so contract drafting and review covers the agreements around the sale. Buyers who acquire an LLC or partnership interest often need a new operating or partnership agreement in place at closing. Co-owners planning a future exit can set the terms in advance with a buy-sell and succession agreement, and a company taking on space may need a commercial lease reviewed or assigned. For ongoing needs after the deal, Thienel Law also serves as outside general counsel. All of these sit under the firm’s business law practice.
What clients say about working with Steve
I have worked with Steve Thienel for more than 20 years now and the experience has been amazing. Steve and his team are very thorough, they review all sides of a situation, and are very measured in how they approach a solution. They are 100% client focused and a pleasure to work with!
Throughout years, Steve has been my go to guy for business, real estate, and legal work. Steve works fast and is highly reliable. I would recommend Steve to anyone.
Received expert advice including options when applicable. Filings were timely and I was kept informed each step of the way. First class service!!!
I have been receiving services from Mr. Thienel for over 15 years. I have found his legal services to be of exceptionally high value and quality. His services are always timely, professional and thorough!
Reviews are published as given. Thienel Law does not offer compensation for reviews.
Frequently asked questions
What is the difference between an asset purchase and an equity purchase?
In an asset purchase, the buyer buys specific assets of the business and assumes only the liabilities it agrees to take on. In an equity purchase, the buyer buys the ownership interests and gets the company with its liabilities attached. Asset deals usually favor buyers on liability; the right structure depends on the tax and liability trade-offs for your deal.
Do I need a lawyer to buy or sell a small business?
A lawyer is not legally required, but a business purchase or sale is a binding contract that decides what you own, what you owe, and how you get paid. An attorney structures the deal, runs due diligence, and drafts the purchase agreement so you are not left with undisclosed liabilities or an unenforceable promise.
What is a letter of intent, and is it binding?
A letter of intent sets out the basic terms of a proposed deal, such as price and structure, before the full agreement is drafted. Parts of it, like confidentiality and exclusivity, are often binding even when the rest is not. Because a letter of intent can commit you before you mean to, it should be reviewed before you sign.
Can a non-compete from the seller be enforced in Maryland, D.C., or Virginia?
Generally yes, when it is reasonable in scope, geography, and duration. Maryland and Virginia limit non-competes mainly in the employer-employee context, and the District of Columbia's non-compete ban expressly excludes a covenant between the seller of a business and the buyer. A seller non-compete tied to a sale is judged by common-law reasonableness in all three jurisdictions.
How long does it take to buy or sell a business?
It depends on the size and complexity of the deal, the due diligence involved, and how quickly both sides respond. A straightforward small-business sale can move in a few weeks, while a deal with financing, licenses, or landlord consents takes longer.
Does Thienel Law represent both buyers and sellers?
Yes, though not on the same deal. Stephen represents either the buyer or the seller in a given transaction across Maryland, D.C., and Virginia. Working with one attorney licensed in all three jurisdictions keeps a multi-state purchase or sale consistent from letter of intent through closing.
Ready to structure your business purchase or sale?
If you are ready to hire an attorney to buy or sell a business, let's talk. Book a free 30-minute consultation and work directly with Stephen Thienel across Maryland, D.C., and Virginia.
- Tell Steve about your matter
- Pick a time that works