• Strategic Transaction Planning: Whether you are acquiring a single dealership or selling multiple locations, we help you develop a transaction structure that aligns with your goals.

• Choosing the Right Transaction Type: We advise on the benefits and implications of structuring the deal as an asset purchase or a stock sale, considering tax consequences, liability exposure, and regulatory implications in conjunction with your trusted accountant or Certified Public Accountant.

• Seller Readiness Assessments: For sellers, we conduct pre-sale audits to identify potential red flags, such as outdated franchise agreements or compliance gaps, that could affect the deal.

• Buyer Due Diligence: We assist buyers in evaluating the dealership’s legal, financial, and operational health by reviewing:

  • Franchise agreements and compliance history.

  • Real estate ownership or lease terms for the dealership’s property.

  • Inventory records, service contracts, and warranties.

  • Employee contracts and workforce considerations.

• Seller Due Diligence: We help sellers prepare comprehensive disclosure documents to instill confidence in prospective buyers and avoid post-sale disputes.

The buy-sell agreement is the legal backbone of your transaction. We ensure these agreements are customized to meet your needs, covering key aspects such as:

• Assets Included in the Sale: We clarify whether inventory, real estate, service contracts, intellectual property (e.g., brand name and goodwill), or other assets are included.

• Liabilities Excluded from the Sale: We work to limit seller liability post-sale and prevent buyers from inheriting unexpected debts or legal claims.

• Pricing Adjustments: We address pricing adjustments for inventory fluctuations, pending warranty claims, or unforeseen costs.

The manufacturer relationship is one of the most critical elements of a dealership sale. Our services include:

• Assisting buyers with manufacturer approval applications.

• Reviewing and renegotiating franchise agreements to ensure the buyer is fully compliant with OEM (Original Equipment Manufacturer) standards.

• Ensuring sellers fulfill their obligations to manufacturers during the ownership transition.

Auto dealerships are subject to a variety of state and federal regulations. We ensure compliance with laws governing:

• Dealer licenses and permits.

• FTC and state advertising regulations.

• Environmental laws affecting the dealership’s property and operations.

• Vehicle inventory and warranty records.

Whether the dealership property is being purchased, leased, or included in the sale, we provide guidance on real estate matters, including:

• Drafting and negotiating lease assignments or purchase agreements.

• Conducting title searches to resolve zoning or ownership disputes.

• Ensuring environmental compliance for the property’s continued use as a dealership.

Dealership transactions often involve significant employee considerations, such as:

• Drafting new employment contracts, including non-compete and non-solicit agreements.

• Advising on the transfer of payroll systems, benefits, and insurance policies.

• Navigating labor law compliance during workforce transitions, including layoffs or hiring freezes.

• Closing Document Preparation: We handle all aspects of closing, including the transfer of titles, licenses, and franchise approvals.

• Post-Closing Dispute Resolution: In the event of post-closing disputes, such as breaches of warranties or representations, we provide legal representation to protect your interests.