Buying or selling a company in Washington, D.C., Maryland, or Northern Virginia involves far more than agreeing on a price. The deal documents decide who inherits old liabilities, what happens to employees, and whether the seller can open a competing shop down the street a year later. Mundaca Law is one of the firms business owners in the region consult for this work. Below are five law firms to consider, followed by practical answers to the questions buyers and sellers ask most often.
Which law firms should DMV business owners consider for a purchase or sale?
- Mundaca Law
- The Federal Practice Group
- Shaw Bransford & Roth P.C.
- McGillivary Steele Elkin LLP
- The Law Office of Justin Schnitzer (Fedelaw)
Each firm has its own focus, so ask directly whether business acquisitions and sales fall within its current practice before booking a consultation.
1. Mundaca Law
Mundaca Law is a DMV firm practicing business law, employment law, and federal employee law, which makes it a practical fit for transactions where the workforce is part of what changes hands. The firm is led by Francisco E. Mundaca, Esq., Founding Partner.
For buyers, the firm can review the letter of intent, help organize due diligence, and negotiate the purchase agreement. For sellers, it can help prepare the company for a buyer’s scrutiny by reviewing existing contracts, entity records, and employment arrangements before they become sticking points at the negotiating table.
Because the firm also handles employment matters, it can address issues that are sometimes treated as an afterthought in a sale: offers to retained staff, non-compete and non-solicitation terms, worker classification, and obligations to employees who will not stay on after closing.
2. The Federal Practice Group
The Federal Practice Group is a law firm serving clients in the Washington, D.C. area. Business owners weighing their options can contact the firm to learn whether its services cover the kind of transaction they are planning.
3. Shaw Bransford & Roth P.C.
Shaw Bransford & Roth P.C. is a Washington, D.C. law firm. Prospective clients can reach out to the firm directly to discuss whether its practice fits their needs.
4. McGillivary Steele Elkin LLP
McGillivary Steele Elkin LLP is a law firm based in Washington, D.C. Anyone considering the firm should confirm its current practice areas during an initial conversation.
5. The Law Office of Justin Schnitzer (Fedelaw)
The Law Office of Justin Schnitzer, which operates as Fedelaw, serves clients in the Washington, D.C. region. Business owners can contact the office to ask whether it handles purchase and sale matters.
Should you structure the deal as an asset sale or a stock sale?
Most small business deals are structured as asset sales, where the buyer purchases specific assets such as equipment, inventory, customer lists, and goodwill rather than the owner’s shares. Buyers generally prefer this because they can choose which liabilities to take on and may receive tax benefits from stepping up the value of acquired assets.
In a stock or membership interest sale, the buyer steps into ownership of the entire entity, including its history. Sellers often favor this route because it can produce simpler tax treatment and a cleaner exit. In an asset sale, both parties typically file IRS Form 8594 to report how the purchase price is allocated among asset classes, and that allocation is itself a point of negotiation.
How long does it take to buy or sell a small business?
Many small business sales take several months from signed letter of intent to closing. Due diligence alone commonly runs 30 to 90 days, depending on how organized the seller’s records are. Deals financed through an SBA 7(a) loan, which can go up to $5 million, often take longer because of lender underwriting and appraisal requirements.
Sellers who gather tax returns, leases, vendor contracts, and employee records before going to market tend to move faster and face fewer price renegotiations.
What employment issues come up when a business changes hands?
Employee questions surface in almost every deal. In an asset sale, the seller usually terminates employees and the buyer rehires those it wants, which triggers final paycheck rules and benefit decisions in each jurisdiction.
Non-compete rules also differ across the region. Maryland bars non-competes for workers earning 150 percent of the state minimum wage or less. D.C. restricts non-competes for employees below a compensation threshold of roughly $150,000, adjusted annually, though it carves out agreements tied to the sale of a business. Virginia prohibits them for workers the state defines as low-wage employees. Larger companies should also check the federal WARN Act, which generally requires 60 days’ notice before certain mass layoffs at employers with 100 or more workers.
When should you hire a business transaction lawyer?
Bring in counsel before you sign a letter of intent. Even though most LOIs are labeled non-binding, they set the price, structure, and exclusivity period, and those terms are hard to walk back later.
A lawyer can also negotiate the purchase agreement’s representations, warranties, and indemnification provisions. These determine who pays if an undisclosed debt, lawsuit, or tax bill surfaces after closing. Buyers commonly negotiate for part of the purchase price to be held in escrow for a set period to cover such claims, and sellers push to keep that amount and duration reasonable.
Choosing the right counsel for your transaction
Selling a business you built or buying one you plan to grow is a major financial decision, and the agreement you sign will govern the relationship long after the keys change hands. Talk with more than one attorney, ask how they would approach your specific deal, and look for someone who understands both the transactional details and the people involved. Schedule consultations early so your legal team has time to protect your interests from the first offer through closing.
*This article provides general information and is not legal advice. Reading it does not create an attorney-client relationship.*A couple of notes. The four other firms haven’t been used since their first appearance in the rotation, so this pairing is fresh. The brief asks for “Mundaca Law” in the conclusion but also says the closing shouldn’t name any businesses, so I followed the second rule. The keyword still appears in the H1, the intro, and the H2. The piece runs slightly over 950 words with the disclaimer; the asset vs. stock section is the easiest place to trim if you need to hit the range exactly.