Buying or selling a business, done in coordination.
Acquisitions, sales, equity transfers, and recapitalizations for closely held Ohio businesses, structured with your CPA, lender, and advisors, from letter of intent through closing.
A sale or acquisition is usually the largest transaction an owner will handle, and it rarely stays inside the four corners of the law. We serve as transaction counsel for closely held Ohio businesses, representing one side of the deal and keeping the legal work aligned with the tax, financing, and personal stakes around it.
A deal is a team effort
Good deals are built by a coordinated group, each handling their part. We are the legal seat at that table and work alongside the rest.
- Transaction counsel (Rhodium Law), representing your side
- Your CPA or tax advisor, on structure and tax consequences
- Your lender or financing source
- A broker or investment banker, where one is engaged
- A business-valuation professional
- Estate-planning counsel, where the deal touches your personal plan
We represent one side of the deal, yours, and keep the legal work in step with what the other advisors are doing rather than working in isolation.
Asset sale or equity sale?
Most deals take one of two basic shapes, and the choice drives tax, liability, and which third-party consents you need.
- Asset sale. The buyer purchases specific assets and assumes chosen liabilities. Often better for buyers.
- Equity sale. The buyer purchases the ownership interests and takes the business as it stands. Often simpler for sellers.
Which one fits is decided with your CPA, because the tax consequences usually settle the question.
From letter of intent to closing
A transaction moves through a recognizable arc: a letter of intent or term sheet, diligence, the definitive agreement, and closing. Rhodium Law also plans the parts owners tend to forget, transition, escrow or holdbacks, and any earn-out, so post-closing is designed rather than improvised.
Due diligence, escrow, holdbacks, and earn-outs
A few mechanics decide how much risk each side actually carries, and they are where deals are won or lost.
- Due diligence is the buyer’s investigation before closing: the financials, contracts, leases, employees, litigation, tax, and licenses. What it turns up gets handled in the purchase agreement through price, representations, or specific fixes, or it ends the deal.
- Escrow and holdbacks keep part of the price back after closing, held by a third party or by the buyer, to cover problems that surface later, such as a breached representation or an unpaid tax. The funds release to the seller once the risk period passes.
- Earn-outs tie part of the price to how the business performs after closing, bridging a gap when buyer and seller disagree on what it is worth. They reward future results but need careful drafting, because how “performance” is measured, and who controls it after the sale, is exactly what parties later fight about.
- Indemnification is the contractual promise to make the other side whole for defined problems, with caps, baskets, and time limits that decide who bears which risk.
The transactions we take on
We focus on the deals it is built to do well: closely held business acquisitions and sales, equity transfers among owners, recapitalizations, and selected joint ventures.
Coordinated with the rest of your plan
Because we also handle the owners’ estate and succession planning, a sale or transfer is structured with what happens to the proceeds, and to the family, already in view.
A clear legal roadmap before the deal takes shape.
A business sale moves through legal readiness, confidentiality, diligence, definitive documents, closing, and post-closing obligations. Understanding that sequence early helps preserve options before the structure and principal terms harden.
The Legal Roadmap to Selling Your Ohio Business
This concise roadmap explains the legal sequence of a closely held business sale, the difference between an asset and equity transaction, and how transaction counsel coordinates with the owner’s CPA and wealth advisor.
Get the Legal RoadmapFrequently asked questions
Do you represent both sides of a business sale?
No. We represent one side of a transaction, either the buyer or the seller, so the counsel is undivided. The other side should have its own counsel; separate representation protects both parties and the deal itself.
Asset sale or equity sale, which is better?
It depends on tax treatment, liability, and required consents. Buyers often prefer an asset sale; sellers often prefer an equity sale. The right structure is chosen with your CPA, because the tax consequences usually drive the decision.
Do you handle disputed or litigated transactions?
No. We are transactional counsel. If a transaction becomes contested, we help you understand the options and coordinate a referral to litigation counsel.
Is there a minimum deal size?
There is no published minimum. We focus on closely held business acquisitions, sales, equity transfers, and recapitalizations, and confirms fit during the first conversation.
How does a business sale connect to my estate plan?
Directly. A sale changes what you own and how it is taxed, and the proceeds land in your personal and estate picture. Because we handle both, the transaction and the estate plan are coordinated rather than left to separate hands.
Start with a Strategy Session.
A complimentary 15-minute Strategy Session is a brief first conversation with Intake Services: we learn what brings you in, explain how we work, and determine the right next step together. It is not legal advice, and there is no obligation.