Businesses Over $10,000,000 in Revenue
Legal guidance for New York companies over $10,000,000 in revenue on sale structure, succession, and shareholder disputes, for a flat fee quoted up front.
- Best for Companies over $10,000,000 in revenue
- Focus Sale, merger, and ownership transition
- Also covers Shareholder disputes and estate coordination
- Pricing Flat fee, quoted up front
What's included
What Fisher Stone handles for a company preparing to exit or transition
- Due diligence readiness: cleaning up records and agreements before a buyer appears
- Structuring a sale as an asset sale, a sale of ownership interests, or a merger
- Ownership transition and succession planning to family or management
- Shareholder and partner buyout and valuation provisions
- Purchase, merger, and transition agreements
- Coordination with your estate planning attorney and accountant
A company that has grown past $10,000,000 in revenue is usually thinking about how the business eventually changes hands: a sale to an outside buyer, a transition to the next generation, or new leadership stepping into ownership. That question shapes decisions long before any transaction is scheduled, from how the company keeps its records to how a disagreement between owners gets resolved.
Fisher Stone advises owners of established New York companies on the sale, transition, and governance work this stage brings, for a flat fee quoted up front before any work begins. A licensed New York attorney handles your matter directly, from the first conversation through closing, reachable by call, email, or text.
How to read this revenue band
The figures in this band describe legal questions that tend to come up as a company grows past $10,000,000, not a rule about what any company must have in place. A closely held company with two owners can pass this size on the same habits it had at a fraction of the revenue, while a company with several owners can face a sale or a serious ownership disagreement long before it gets here. What follows describes what tends to come up at this stage, not a checklist that applies to every company this size.
A company still building its management layer and governance habits, with a transaction more theoretical than immediate, is closer to the work on our page for businesses between $2,000,000 and $10,000,000 in revenue. This page picks up once a transaction or a transition is actually being planned.
Preparing for due diligence before a buyer appears
A buyer’s due diligence looks at years of a company’s history, and it goes faster when the company was never allowed to get disorganized, rather than cleaned up once a deal is under negotiation. That means resolutions and consents for major decisions instead of an understanding among the owners that was never written down, a record of who owns what that matches reality, and contracts that were signed and kept current instead of left to expire.
Our ownership and governance service and our contract review service are often engaged years before a sale is on the calendar. Fixing a gap in the records is routine work with no deadline attached, and a serious problem once it turns up in a buyer’s review. A buyer also wants to know who owns the company and in what proportions, and any option or side arrangement affecting that needs to match what the company’s own records show.
Choosing how a sale is structured
A sale at this size is usually structured as an asset sale, a sale of the company’s ownership interests (shares for a corporation, membership interests for an LLC), or a merger. Our page on buying and selling a business covers what each structure does and how buyers and sellers approach the choice. What follows is what that choice means for you as the seller.
An asset sale is usually the one sellers prefer, on the idea that the company’s liabilities stay behind once the assets are gone. New York does not treat that as automatic: a court can still reach the buyer where it agreed to take on a liability, where the deal amounts to the two companies combining in substance, where the buyer kept the business running as before, or where the sale looks arranged to keep the company’s assets out of a creditor’s reach. A seller who wants the liability to stay behind needs the transaction structured with those exceptions in mind, not just a sentence in the purchase agreement saying so.
A merger, where the company combines with another and one of the two ceases to exist, needs approval from both companies’ boards and owners, plus a New York Department of State filing. It comes up more often at this size, particularly when the buyer is a larger company making a strategic acquisition, and a large enough transaction can trigger a federal premerger reporting requirement that has to clear before closing is permitted.
Transitioning ownership to family or management
Not every exit involves an outside buyer. Some owners transition the company to children or other relatives already part of the business, often gradually over years. Others sell to the managers who have been running the company, financed by the business’s own cash flow or by a lender assessing the buyers’ ability to run it.
Both paths raise questions a sale to an outside buyer does not. A transition to family has to account for relatives who are not involved in the business and how they are treated relative to those who are, a question that belongs in the estate plan as much as in any business agreement, and our trusts work often supports transferring ownership by gift rather than selling outright. A transition to management depends on whether the buyers can finance the purchase, and on an agreement tying control of the company to the payments made. Either path works better planned years ahead than decided once retirement is close.
| Sale to an outside buyer | Transition to family | Transition to management | |
|---|---|---|---|
| Timing | Moves on the buyer’s schedule | Often phased over years | Phased or immediate |
| Governing documents | Letter of intent, purchase or merger agreement | Estate documents, purchase or gift | Purchase agreement, often seller financed |
| Who else is involved | Buyer’s counsel, often a lender | Your estate planning attorney and accountant | A lender, or the company’s cash flow |
| What most often holds it up | Findings from due diligence | Fairness among relatives outside the business | Whether the buyers can finance the purchase |
When shareholders or partners disagree
A company at this size usually has more than one owner, and owners who built something valuable together do not always agree about what happens next: whether to sell, who runs the company, or what a departing owner’s stake is worth. Real money changes how these disagreements play out.
The protection is the same regardless of how the disagreement starts: a shareholder agreement or operating agreement that already answers these questions before anyone is upset, including how an owner’s interest is valued, how a buyout gets paid for, and how a deadlock between owners with equal say gets broken. A company that reaches this revenue level without those terms in writing ends up negotiating them for the first time in the middle of the disagreement itself.
Coordinating a sale with your estate and tax plan
For most owners, the company is the largest asset in the estate, and an illiquid one: hard to value precisely and hard to divide. A sale changes that the moment it closes. An ownership interest that could only be described on paper becomes cash and other liquid proceeds, and that shift changes the owner’s estate picture immediately, regardless of what the existing plan assumed about how the business would eventually pass to a spouse, children, or other beneficiaries.
Plan the sale and the estate update together
The timing of a sale and the update to your estate plan work better decided together than in sequence. Our estate planning practice and our accounting and tax practice coordinate directly with the attorney handling the sale, so the transaction and the plan for its proceeds are worked out at the same time.
Working with Fisher Stone through a transaction or transition
Fisher Stone, P.C. was founded in 2014 by founding partners Lowrance Fisher and Gregory Stone. We advise owners of New York companies on the sale, succession, and governance questions this stage brings, from getting a company ready for a buyer’s review to documenting a transition to family or management.
Every matter is handled by a licensed New York attorney, for a flat fee quoted up front, with no call center and no rotating staff. If your company is approaching a sale, a transition, or a disagreement between owners, or you simply want its records in order, our business law practice and a free consultation of about fifteen minutes are the place to start.
How it works
How Fisher Stone works with an owner nearing a sale or transition
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Assess where the company stands
Your attorney reviews the company's records, agreements, and ownership structure against what a buyer or a family successor would expect to see, and flags what needs to be cleaned up.
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Choose the structure and the path
We work out whether a sale is best structured as an asset sale, a sale of ownership interests, or a merger, or whether the better fit is a transition to family or management, and coordinate that choice with your accountant and estate planning attorney.
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Negotiate, document, and close
Your attorney drafts and negotiates the purchase, merger, or transition agreement, lines up the consents and filings the deal requires, and carries the matter through to closing.
Why Fisher Stone
What you can expect on every matter
- 01Direct access to your attorneyWork with the attorney on your matter, not a call center. Reach them by call, email, or text.
- 02Flat-fee pricing, quoted up frontOne flat fee before any work begins, so you know the full cost of your matter in advance.
- 03No handoffsThe attorney you meet drafts your documents and sees your matter through to the end.
Questions
FAQs on Businesses Over $10,000,000 in Revenue
When should a company at this revenue level start preparing for a sale or ownership transition?
Ideally years before a transaction is on the calendar, whether or not a sale is actually planned. A buyer's due diligence, or a family member or manager stepping into ownership, moves far more smoothly when corporate records, signed agreements, and ownership documentation already reflect what actually happened, instead of being reconstructed under time pressure once a deal is already in motion. Waiting until a buyer appears to organize these records tends to cost both time and negotiating leverage.
If I sell only the assets of my business, am I protected from its past liabilities?
Generally the seller's existing liabilities stay with the entity being left behind rather than following the assets, which is the main reason sellers and buyers negotiate toward this structure. New York recognizes exceptions to that general rule, including where the buyer expressly agrees in writing to take on a liability, where the transaction amounts to little more than a merger of the two companies in substance, where the buyer simply continues running the business as it was, or where the sale appears to have been arranged to keep assets away from creditors. An asset purchase agreement has to account for those exceptions directly, rather than relying on a general statement that liabilities do not transfer.
What does it take to complete a merger in New York?
A merger needs approval from the boards and owners of each company, plus a New York Department of State filing once the terms are settled. Larger mergers often add other steps as well, such as financing conditions and, for very large transactions, a federal premerger reporting requirement that has to clear before the deal is permitted to close. The specific approval and filing requirements for a given transaction are confirmed with your attorney as the deal is structured.
Can ownership be transitioned to family members or to management instead of an outside buyer?
Yes. Some owners transition the company to children or other relatives already involved in the business, often gradually and alongside the owner's own estate plan. Others sell to the managers who have been running the business, financed by the company's cash flow or by a lender evaluating the buyers' ability to run it. Both paths involve different documents and a different timeline than a sale to an outside buyer, and both work better when planned well in advance rather than decided in the months after an owner decides to step back.
How do we prevent a disagreement between owners from turning into a serious problem?
The shareholder agreement or operating agreement should already answer the questions that come up when owners disagree: how an owner's interest is valued, how a buyout is paid for, and how a genuine deadlock between owners with equal say gets resolved. A company that reaches this revenue level without those terms in writing ends up negotiating them for the first time in the middle of the disagreement itself, which is a difficult position for every owner involved. Reviewing and updating these documents before a disagreement exists is the more reliable protection.
How does selling my business affect my personal estate and tax planning?
A company is often the largest and least liquid asset an owner has, and a sale changes that immediately: an ownership interest that could only be described on paper becomes cash and other liquid proceeds at closing. That shift changes the owner's estate picture, regardless of what the existing estate plan assumed about how the business would eventually pass to a spouse, children, or other beneficiaries. The timing of a sale and the update to the estate plan are best worked out together with your estate planning attorney and accountant, rather than addressed after the transaction has already closed.
How do I get started?
Call, email, or text to set up a free consultation of about fifteen minutes. We will discuss where your company stands, whether a sale, a transition, or an ownership dispute is the immediate issue, and what the flat fee covers, with the price quoted up front before any work begins.