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Selling Without A Lawyer? Avoid These Errors

January 8, 2026

business sale lawyer Alcoa, TN

Selling a business is one of the biggest financial decisions you’ll ever make. We’re talking about substantial money, binding contracts, and potential liability that can follow you around for years. Yet plenty of business owners try to handle sales on their own, thinking they’ll save money by skipping legal representation. That decision usually backfires. We’ve seen it happen countless times. Sellers think they’re getting a good deal, only to discover serious problems after closing.

Underpricing Your Business

Without professional guidance, you’ll probably accept the first decent offer that comes along. You don’t understand how to properly value your company. You’re not sure what terms should be part of the negotiation. Buyers know this, and they’ll absolutely take advantage. A proper valuation considers way more than just revenue. It looks at assets, liabilities, market position, customer contracts, intellectual property, and future earning potential. Getting this wrong can mean leaving hundreds of thousands of dollars on the table. Sometimes more.

Missing Red Flags /In Purchase Agreements

Purchase agreements are dense legal documents filled with terms that have very specific meanings. When you don’t have representation, you might not understand what you’re actually agreeing to. That’s a problem. Representations and warranties are promises you make about your business. If they turn out to be inaccurate, you could face lawsuits and financial liability long after the sale closes. Years later, even. Without an Alcoa business sale lawyer reviewing these provisions, you won’t know which ones are reasonable and which ones expose you to unnecessary risk. You can’t tell the difference without experience.

Failing To Structure The Sale Properly

Business sales can be structured as asset sales or stock sales. Each has different tax implications, liability consequences, and practical considerations. Choosing the wrong structure can cost you significantly in taxes or leave you responsible for liabilities you thought you were escaping. The structure affects:

  • How much you pay in capital gains taxes
  • Whether you remain liable for past business debts
  • What happens to existing contracts and leases
  • How employees are treated in the transition

These decisions require legal and tax knowledge that most business owners simply don’t have. You shouldn’t expect to.

Overlooking Due Diligence Requirements

Buyers will investigate your business thoroughly before closing. They’ll request financial records, contracts, employee information, and operational documents. Lots of them. If you haven’t prepared properly or don’t understand what to provide, the process stalls. Deals fall apart. Worse, if you provide inaccurate information during due diligence, you could face legal claims later. Sellers need to know what they’re required to disclose and how to present information accurately without undermining their negotiating position. It’s a delicate balance.

Ignoring Non-Compete And Confidentiality Issues

Most business sales include non-compete agreements that restrict what you can do after selling. Without legal review, you might agree to terms that prevent you from working in your industry. Maybe you can’t start a new venture in your own community anymore. Tennessee has specific laws about what makes a non-compete agreement enforceable. Agreeing to overly broad restrictions can limit your future opportunities unnecessarily. You could end up locked out of the field where you’ve spent your entire career.

Creating Problems With Seller Financing

Many small business sales involve some form of seller financing. You receive part of the purchase price over time instead of all at once. If these arrangements aren’t documented properly, you could end up with an unenforceable agreement or no way to collect what you’re owed. Security interests, promissory notes, and payment schedules all require specific legal language. Mistakes here can mean watching your business change hands while you never receive full payment. That’s devastating.

Not Protecting Yourself Post-Closing

The sale doesn’t end at closing. Indemnification clauses determine who pays if problems arise later. Escrow arrangements hold back portions of the purchase price to cover potential issues.

Without understanding these protections, you could find yourself paying for problems the buyer discovers months or years down the road. Maybe they discover an old employee claim. Maybe there’s an environmental issue. Maybe a customer contract wasn’t what they thought it was. You’ll be the one writing checks. Working with an Alcoa business sale lawyer ensures that these problems are much less likely to appear.

Working With The Right Team

Selling your business without proper legal representation is a gamble with stakes too high to risk. Carpenter & Lewis PLLC has helped numerous business owners in East Tennessee complete successful sales while protecting their interests throughout the process. Legal counsel brings experience from past transactions and knows what issues to watch for during negotiations. The cost of legal representation is minimal compared to the financial exposure you face without it. When you’re ready to sell, having knowledgeable legal counsel makes the difference between a transaction you’ll feel good about and one you’ll regret for years. Don’t learn these lessons the expensive way.