Small Transaction
A straightforward purchase or sale, single buyer and seller.
Typically Includes
- Deal structuring
- Basic due diligence
- Purchase agreement
- Closing coordination
Business Transactions AttorneyThe Deal Structure Matters as Much as the Price.
Buying or selling a business isn't just about the number — how the deal is structured determines who inherits what liabilities, and how much everyone pays in taxes.
Deborah Smiley is a Missouri business attorney and a CFP® — a Certified Financial Planner — so the deal is structured around your actual numbers, not just the purchase price.
Free 30-minute consultationNo obligation
30 Years
Practicing law
11 Years
In wealth management, alongside her law practice
CFP®
Certified Financial Planner
AEP®
Accredited Estate Planner
What it does
What Business Transaction Work Actually Does
Structures, negotiates, and closes a deal that actually holds up.
Determines what's actually being bought, and who's responsible for what afterward.
Reviews the target's finances, contracts, and legal history, so problems surface before closing, not after.
Representations, warranties, indemnification, and closing conditions written to actually protect you.
Financing structure, earnouts, and holdbacks, not just the headline number.
Protects the value of what's being bought, and defines what happens during the handoff.
Every document, signature, and condition handled so the deal actually closes.
Deborah Smiley is a Missouri business attorney and a CFP® — a Certified Financial Planner — so the deal is structured around your actual numbers, not just the purchase price.
What it doesn't do
What Business Transaction Work Doesn't Do
Said plainly, so you know what else to plan for.
Due diligence surfaces facts. It doesn't replace your own judgment about whether the deal makes sense.
The loan, seller note, or investor capital happens separately, though we coordinate around it.
If the deal requires setting up a new entity to hold the acquisition, that's a related, separate step.
Learn about Business Formation →Not sure how this applies to your situation?
Call 636-214-0546What we watch for
Common Mistakes We Watch For
Most transaction problems surface after closing, when it's too late to fix them cheaply. Here's what we check for, every time.
Hidden liabilities from unpaid taxes or pending claims can become the buyer's problem if they aren't caught before closing.
An asset sale and a stock sale carry very different tax and liability consequences for both sides.
Without one, a seller can walk away and open a competing business next door, undermining what the buyer just paid for.
Pricing
How Business Transactions Are Priced
Pricing depends on the size of the deal, how much due diligence is involved, and whether financing or multiple parties are part of it. Most matters are quoted as a flat fee or a clear hourly rate, agreed to before work begins.
Standard Transaction
Moderate complexity, financing involved, or multiple assets.
Typically Includes
- Full due diligence review
- Financing coordination
- Non-compete and transition terms
- Escrow or holdback provisions
Complex or High-Value
Multiple parties, significant value, or an earnout structure.
Typically Includes
- Complex due diligence
- Multi-party negotiations
- Earnout structuring
- Coordinated with your CPA & advisors
Get an exact number for your situation — the first call is free.
Call 636-214-0546The process
How We Handle Your Transaction
What's being bought or sold, and what you're actually trying to accomplish — in one real meeting.
1
We understand the deal
What's being bought or sold, and what you're actually trying to accomplish — in one real meeting.
2
We run due diligence
Reviewing the finances, contracts, and legal history before you're committed.
3
We structure and negotiate
Deal terms, price, and protections written to actually hold up.
4
We close it
Every document and condition handled, so the deal actually closes on schedule.
Your attorney
Why Business Owners Trust Deborah With This
Deborah Smiley
JD · CFP® · AEP®Deborah has practiced law in Missouri for 30 years. For 11 of those years, she also worked in wealth management — a combination that matters here too, since a transaction is fundamentally a financial decision, and structuring it correctly means understanding the tax and valuation side, not just the legal side.
She's a CFP® (Certified Financial Planner) and an AEP® (Accredited Estate Planner) — credentials very few business attorneys hold together.
30 yrsPracticing law in Missouri
11 yrsIn wealth management, alongside her law practice
CFP®Certified Financial Planner
AEP®Accredited Estate Planner
Past ChairProbate & Trust Committee, Bar Association of Metropolitan St. Louis
Ready to talk through your plan?
Call 636-214-0546Client Reviews
Deb has been a great partner over the years and takes great care of my referrals/clients for their planning needs.
Harvey
I met Deb and I thought I had all my estate and business planning affairs in order; then she asked me questions that made me realize I had a lot more planning to do.
Jamie
Deb and I have been collaborative partners for almost 20 years. She has taken great care of my clients.
Paul
I have known Deb for years and she has given me peace of mind with my estate planning needs.
Carol
Deb has been instrumental in helping my family with their estate planning needs. We are grateful for her.
David
Deb has been very helpful with my and my family's estate and business planning.
Kelly
When we first moved here, I didn't realize how many legal revisions and details were needed. I heard Deb speak at a luncheon and was so impressed with her legal knowledge. Deb has been very helpful with my family's estate planning. She gave us peace of mind.
Jenny
Deb, thank you so much, we really appreciate all of your work and concern.
Bob and Myra
Deb was very responsive and helpful.
Chris
Deb was so helpful and even came to our house.
Missy and Ray
Deb was very responsive, helpful and intelligent.
John and Julie
Deb has been a great partner over the years and takes great care of my referrals/clients for their planning needs.
Harvey
I met Deb and I thought I had all my estate and business planning affairs in order; then she asked me questions that made me realize I had a lot more planning to do.
Jamie
Deb and I have been collaborative partners for almost 20 years. She has taken great care of my clients.
Paul
I have known Deb for years and she has given me peace of mind with my estate planning needs.
Carol
Deb has been instrumental in helping my family with their estate planning needs. We are grateful for her.
David
Deb has been very helpful with my and my family's estate and business planning.
Kelly
When we first moved here, I didn't realize how many legal revisions and details were needed. I heard Deb speak at a luncheon and was so impressed with her legal knowledge. Deb has been very helpful with my family's estate planning. She gave us peace of mind.
Jenny
Deb, thank you so much, we really appreciate all of your work and concern.
Bob and Myra
Deb was very responsive and helpful.
Chris
Deb was so helpful and even came to our house.
Missy and Ray
Deb was very responsive, helpful and intelligent.
John and Julie
Questions
Questions
In an asset purchase, the buyer acquires specific assets and liabilities. In a stock purchase, the buyer acquires ownership of the entity itself, inheriting everything it owns and owes unless specifically excluded.
Reviewing a business's finances, contracts, and legal history before committing to buy it. It surfaces problems, like hidden debts or pending claims, before they become the buyer's responsibility.
A preliminary, usually non-binding document outlining the basic terms of a deal before the detailed purchase agreement is negotiated and drafted.
Generally yes. Without one, a seller can open a competing business and take customers with them, undermining the value of what was purchased.
Common options include bank loans, SBA loans, seller financing, and earnouts, where part of the price depends on the business's future performance.
It depends on the deal structure. Some contracts and employment relationships transfer automatically; others require consent or new agreements.
It varies with the size and complexity of the deal. Straightforward transactions can move quickly; those involving financing or complex due diligence take longer.
It depends on the size and complexity of the deal. Call for a free 30-minute consultation and we'll give you a clear cost estimate before you commit to anything.
Ready to Buy or Sell With Confidence?
Call to schedule your free 30-minute consultation with Deborah — no obligation.
Call 636-214-0546Free 30-minute consultationNo obligationReal person answers