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Buyer and Seller Representation
Flat Fee Pricing
Former Fortune 500 In-House Counsel
NV & CA Bar Admissions
Strategic Counsel for Nevada Business Buyers and Sellers
The decision to buy or sell a business is rarely impulsive. Sellers think about it for years sometimes a decade before listing. Buyers spend months screening opportunities before submitting an LOI.
And then the transaction itself happens in roughly 90 days.
In those 90 days, the price agreed in the LOI either holds or gets quietly chipped away by issues that surface during due diligence: equipment that doesn't transfer cleanly, customer contracts that require consent, leases that don't survive a change of control, employees who weren't classified correctly, regulatory licenses that don't transfer, environmental issues nobody mentioned, tax positions that won't survive an audit, and disclosure schedules that reveal the gap between what the seller represented and what's actually true.
A good business attorney's job during those 90 days is straightforward: make sure the wire amount matches the LOI amount. That sounds simple. In practice, it means anticipating every issue before it becomes a price renegotiation, drafting the definitive agreement to allocate risk where it belongs, and managing the closing process with enough precision that nobody loses leverage to a 48-hour timing problem.
Milan Chatterjee spent years at Las Vegas Sands Corp. a Fortune 500 corporation with active M&A across multiple jurisdictions learning exactly that discipline.
Ready to Protect Your Legal Business Rights?
Nevada Buyers and Sellers We Represent
We represent clients on both sides of the table though never on the same transaction. Conflicts are screened at intake and never compromised.
Industries served: restaurants, hospitality and gaming-adjacent businesses, healthcare practices, professional services, retail, construction trades, manufacturing, logistics, automotive, technology, real estate operating companies, and family-owned businesses across every sector.
Business Purchase and Sale Services We Handle
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Transaction Strategy and Deal Structuring
Every successful transaction starts with a clear strategy. We help buyers and sellers evaluate deal structure, pricing considerations, asset versus ownership purchases, financing options, and risk allocation to create a framework that supports their business goals.
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Letters of Intent and Negotiations
The terms negotiated early in a transaction often shape the final outcome. We draft and negotiate letters of intent, term sheets, and preliminary agreements that establish pricing, timelines, exclusivity, due diligence rights, and key transaction terms.
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Business Valuation and Due Diligence
Understanding the true value and condition of a business is critical before closing. We coordinate valuation reviews and legal due diligence covering contracts, financial obligations, intellectual property, employment matters, regulatory compliance, and potential liabilities.
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Purchase and Sale Agreements
We prepare and negotiate asset purchase agreements, stock purchase agreements, and membership interest transfer documents. These agreements define ownership transfers, purchase terms, liabilities, representations, warranties, and post-closing obligations.
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Financing, Earnouts, and Escrow Arrangements
Business transactions often involve creative financial structures. We assist with seller financing, promissory notes, earnout provisions, escrow arrangements, holdbacks, and other mechanisms designed to bridge valuation gaps and manage transaction risk.
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Regulatory Compliance and Third-Party Consents
Many transactions require regulatory approvals, licensing transfers, lease assignments, or third-party consents. We coordinate these requirements to help prevent delays and ensure the business can continue operating smoothly after closing.
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Non-Compete and Transition Planning
A successful transition requires clear expectations after closing. We prepare non-compete, non-solicitation, confidentiality, and transition agreements that protect business value while helping both parties navigate ownership changes effectively.
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Closing and Post-Closing Support
We guide clients through the final stages of the transaction, including closing documents, settlement matters, funding coordination, and post-closing obligations. Our support continues after closing to address transition issues and protect the value of the deal.
Valuation, Brokers, and the Numbers Behind the Deal
Most Nevada business purchase and sale transactions involve at least three professionals: a business broker, a CPA or valuation analyst, and the attorney. The attorney's job is to coordinate across all three so the legal documents reflect the financial deal accurately.
Working With Business Brokers
Business brokers add value in finding buyers, marketing the business, and managing initial price negotiation. They are not legal advisors, do not draft definitive agreements, and have a structural interest in closing the deal that doesn't always align perfectly with seller protection.
We work productively with brokers as part of the deal team including reviewing broker engagement letters before they're signed, coordinating the LOI process, and respecting the broker's relationship with the buyer seller dynamic. We do not replace the broker; we sit alongside them with a different focus.
Working With Valuation Professionals
For sub-$2M businesses, valuation is typically a multiple of seller's discretionary earnings (SDE) or EBITDA prepared by the broker. For larger transactions, an independent valuation firm or CPA prepares a formal valuation. We coordinate with the valuation professional to:
- Confirm the valuation methodology fits the transaction structure
- Identify any add-backs, normalizations, or recasting that affect the price
- Ensure the IRS Section 1060 purchase price allocation aligns with tax planning
- Review valuation assumptions for documentation defense if challenged later
Working With CPAs and Tax Advisors
Every purchase and sale has significant tax consequences for both parties. Asset purchases generally favor buyers (step-up basis, depreciation reset); stock purchases generally favor sellers (capital gains). The IRS Section 1060 allocation drives both parties' tax outcomes and the allocation gets negotiated as part of the deal, not after.
We coordinate with each party's CPA to ensure the legal structure and the tax structure align.
How a Nevada Business Sale Actually Runs
Nevada Business Purchase & Sale Services by Location
Business Purchase & Sale in Las Vegas / Clark County
Office: 2620 Regatta Drive, Suite 102, Las Vegas, NV 89128
Clark County is Nevada's most active small to mid-market business sale market. Activity is heaviest in restaurant and hospitality sales, healthcare practice transitions, professional services rollups, automotive and trades businesses, retail and consumer concepts, and the steady flow of California buyers acquiring Las Vegas operating businesses to relocate or expand.
Common Clark County purchase and sale engagements: Strip-corridor restaurant and bar sales - Henderson and Summerlin medical and dental practice sales - Family-owned operating businesses selling to second-generation buyers or strategic acquirers - Construction trades businesses (plumbing, HVAC, electrical, landscaping) - Auto dealerships and service businesses - Boulder City, Mesquite, and outlying-area asset sales
Areas served: Summerlin, Henderson, North Las Vegas, Downtown, Strip corridor, Green Valley, Anthem, Centennial Hills, Enterprise, Spring Valley, Boulder City, Mesquite.
Business Purchase & Sale in Reno / Lake Tahoe / Washoe County
Office: 5470 Kietzke Lane, Suite 300, Reno, NV 89511
Northern Nevada business purchase and sale activity is driven by Reno-area restaurant and hospitality sales, Lake Tahoe vacation rental and hospitality portfolio transactions, Carson Valley family business transitions, TRIC adjacent supplier sales, and cross border California Nevada deals where California buyers acquire Northern Nevada operating businesses (or vice versa). Milan's dual NV + CA bar admission is most directly relevant here.
Areas served: Reno, Sparks, Spanish Springs, Sun Valley, Incline Village, Crystal Bay, Carson City, Minden, Gardnerville, Fernley, TRIC/Storey County.
Frequently Asked Questions
Buy or Sell Your Nevada Business With Counsel That Protects the Price.
Practice Areas
Milan Chatterjee
UCLA Law Graduate. Former in-house counsel at Las Vegas Sands Corp. Nevada & California Bar. Founding President, South Asian Bar Assoc. of Las Vegas.