Business Law
Business Transactions and Commercial Disputes
Lebovitz & Lebovitz, P.A. represents closely held companies, owners, and investors throughout Western Pennsylvania in structuring transactions properly and resolving commercial conflicts when agreements break down. We draft and negotiate high-value agreements, advise on asset and stock purchases, protect ownership positions in partner disputes, and litigate commercial claims when necessary.
Our approach is direct, document-driven, and focused on protecting long-term enterprise value. Business disputes and transactions are financial events. Structure and leverage determine outcomes.
The legal structure established before the deal or dispute determines the outcome after it.
Call 412-351-4422 or contact our office to discuss a pending transaction, partner dispute, or commercial claim.
Business Sale and Acquisition Representation
We represent buyers and sellers in the transfer of privately held businesses. Whether structured as an asset purchase or a stock or membership interest sale, business transactions require careful drafting of representations, warranties, indemnities, closing conditions, and transition obligations. The structure chosen determines tax treatment, liability exposure, and what the buyer actually acquires and the seller actually retains.
We handle asset purchase agreements, stock and membership interest purchase agreements, due diligence review and risk allocation, indemnification and holdback provisions, and post-closing transition and non-compete protections. For business owners approaching sale, early legal involvement protects valuation and prevents post-closing claims.
Contract Drafting and Risk Allocation
Commercial agreements define performance obligations and determine outcomes when disputes arise. A contract that has not been tested is not a neutral document. It allocates risk to one party or the other whether or not that was intended. We draft and negotiate enforceable agreements designed to withstand litigation scrutiny and practical business stress.
Our work includes vendor and service contracts, joint venture and partnership agreements, independent contractor and employment agreements, confidentiality and restrictive covenant agreements, and commercial real estate contracts and leases. We focus on terms that control outcomes when performance fails, not just when performance succeeds.
Owner Disputes and Business Separation
Deadlock, distribution disputes, removal attempts, and valuation conflicts can threaten the viability of a closely held company. We represent owners in negotiated buyouts, enforcement of governing documents, and where necessary, dissolution proceedings. The legal path forward depends on what the governing documents say and what they do not say.
When operating agreements, shareholder agreements, or buy-sell provisions exist, disputes turn on interpretation and enforcement. When they do not, Pennsylvania default statutes apply, often producing outcomes no party anticipated. See our Buy-Sell Agreements and LLC Operating Agreements pages for detail on preventive structure.
Commercial Litigation
When negotiation fails, we pursue or defend commercial claims in the Allegheny County Court of Common Pleas and appropriate federal courts. Litigation strategy is aligned with business objectives and long-term financial exposure, not with the mechanics of a dispute for its own sake.
We handle breach of contract claims, fiduciary duty and shareholder disputes, injunctive relief and restrictive covenant enforcement, and commercial debt recovery and defense. Every matter is evaluated for the fastest path to a usable resolution, whether through dispositive motion, negotiated settlement, or trial.
Frequently Asked Questions
How long does a business sale transaction take?
Most business sales require 60 to 120 days from signed letter of intent to closing. Timeline depends on due diligence complexity, financing requirements, regulatory approvals, and negotiation of representations and warranties. Asset purchases typically close faster than stock sales.
What is the difference between asset purchase and stock sale?
In an asset purchase, the buyer acquires specific business assets and assumes selected liabilities. In a stock sale, the buyer purchases ownership interests and inherits all company liabilities. Asset purchases offer buyers more protection but require more complex structuring.
Do I need a lawyer for a partnership dispute?
Yes, when partnership disputes involve ownership percentages, profit distributions, management decisions, or breach of fiduciary duties. Pennsylvania partnership law is complex, and disputes often require forensic accounting, valuation analysis, and negotiated resolution or litigation.
What are representations and warranties in business sales?
Representations and warranties are seller statements about the business condition, financial performance, legal compliance, and material facts. These provisions allocate risk between buyer and seller and form the basis for indemnity claims if statements prove inaccurate.
How much does business transaction legal work cost?
Legal fees depend on transaction complexity, deal size, and negotiation requirements. Simple asset purchases may cost $15,000 to $25,000 in legal fees, while complex acquisitions with extensive due diligence can exceed $50,000. We provide fee estimates after initial consultation.
Can business disputes be resolved without litigation?
Many commercial disputes resolve through negotiation, mediation, or arbitration when agreements include alternative dispute resolution clauses. However, partner disputes, breach of contract claims, and enforcement actions sometimes require court intervention to protect business interests.
For additional questions about business transactions or commercial disputes, contact our Pittsburgh office.