Legal Representation for eCommerce Buyers and Sellers
Whether you are selling a business you built or acquiring one, the deal terms matter more than the purchase price. Rafelson Law represents ecommerce sellers and buyers from letter of intent through closing.
This page does not constitute legal advice. No attorney-client relationship is formed until a written engagement agreement is signed.
The purchase agreement governs your outcome, not the letter of intent.
Brokers and investment bankers are deal facilitators. They are not licensed to provide legal advice, and their compensation is tied to closing, not to the terms you walk away with. Transaction counsel reviews and negotiates the definitive agreement, the representations and warranties, the indemnification provisions, and every mechanism through which your purchase price can be adjusted or clawed back.
Rafelson Law handles sell-side and buy-side ecommerce M&A matters. Our practice is concentrated in this space. We understand platform-specific due diligence, digital asset transfers, Amazon seller account continuity, and the post-closing risks unique to ecommerce transactions.
Sell-Side and Buy-Side Clients
- Founders and operators selling Amazon FBA or Shopify businesses
- First-time buyers acquiring their first ecommerce business
- Strategic acquirers and aggregators conducting multiple acquisitions
- Private equity-backed buyers entering the ecommerce space
- Sellers in broker-led processes who need outside counsel
- Buyers performing due diligence without in-house legal resources
Sell-Side Representation
The purchase agreement is drafted by the buyer’s counsel. Every definition, every representation, and every post-closing adjustment mechanism is written to protect the buyer. Sell-side counsel reviews that agreement, identifies the provisions that create risk for you, and negotiates the terms that govern your liability after closing.
Common post-closing disputes (indemnification claims, working capital true-ups, earnout shortfalls) are almost always decided by contract language that was negotiated before closing. They are rarely resolved successfully after the fact.
Sell-Side Services
- Letter of intent (LOI) review and red-line: identifying terms that bind you before definitive documents are signed
- Definitive purchase agreement review and negotiation
- Indemnification cap, basket, and survival period negotiation
- Earnout structure review and enforceability analysis
- Working capital peg and true-up mechanism negotiation
- Escrow amount and release timeline negotiation
- Representations and warranties: scope, knowledge qualifiers, and materiality thresholds
- Non-compete and non-solicitation covenant review
- Digital asset, domain, and intellectual property transfer
- Amazon seller account transfer: continuity and compliance
- Post-closing dispute counsel and indemnification defense
Where enterprise value is lost after closing
These are the contractual mechanisms that generate the most post-closing disputes in ecommerce M&A. All are negotiable before signing. None are negotiable after.
Uncapped Exposure
Provisions that expose you to personal liability exceeding the purchase price, sometimes for years after closing. Negotiating a cap tied to a percentage of proceeds is standard practice; accepting unlimited exposure is not.
Earnout Structure
Earnout payments contingent on post-closing performance metrics that the buyer controls. Without protective covenants (including operational continuity obligations and objective measurement criteria), earnouts are difficult to enforce.
Aggressive Working Capital Pegs
A poorly defined working capital target can reduce your net proceeds materially at the final true-up. The accounting definitions must be negotiated, not accepted as written.
Escrow Overreach
Escrow holdbacks are standard, but the amount, duration, and release conditions are all negotiable. Extended escrow periods tied to broad indemnification triggers can delay or reduce your net payout significantly.
Representations and Warranties
Broadly written representations, particularly regarding intellectual property, regulatory compliance, and financial statements, can form the basis for post-closing indemnification claims. Knowledge qualifiers and materiality thresholds matter significantly.
Non-Compete Scope
Non-compete covenants that are overbroad as to time, geography, or industry can restrict your ability to operate any future business in the ecommerce space. These provisions are negotiable and, in some states, limited by law.
Buy-Side Representation
Acquiring an ecommerce business requires diligence specific to the platform, the seller’s operating history, and the assets being transferred. The representations in your purchase agreement are only as useful as the diligence behind them, and only enforceable if the indemnification provisions are properly structured.
We represent buyers in drafting letters of intent, conducting legal due diligence, advising on deal structure (asset vs. equity, tax considerations), and negotiating a purchase agreement that puts the risk where it belongs.
Buy-Side Services
- Letter of intent drafting and negotiation
- Legal due diligence: IP, contracts, regulatory compliance, litigation history
- eCommerce-specific due diligence: Amazon account health, seller metrics, account flags
- Deal structure advice: asset acquisition vs. equity purchase, tax implications
- Definitive purchase agreement drafting and negotiation
- Representation and warranty package: scope and indemnification structure
- Working capital peg and true-up: definition and target-setting
- Escrow, holdback, and post-closing adjustment mechanisms
- Seller non-compete and transition services agreement
- Digital asset, domain, and platform account transfer
- Post-closing integration support and dispute counsel
Where acquirers inherit liabilities they did not anticipate
eCommerce acquisitions carry platform-specific risks that general M&A attorneys often miss. These are the issues we focus on for every buy-side engagement.
Platform Continuity Risks
An Amazon seller account with unresolved performance flags, pending suspensions, or policy violations creates post-acquisition risk. Account transfer, while common, requires careful coordination and carries no guarantee of continuity.
IP Chain of Title
Trademarks, brand registry enrollment, and design rights require verified chain of title. Acquiring a business without clear IP ownership exposes you to third-party infringement claims and brand registry disputes post-closing.
Unassigned Vendor Agreements
Supplier relationships not memorialized in assignable written contracts may not survive closing. Pricing, minimum order quantities, and exclusivity arrangements need to be verified and secured in the purchase agreement.
Financial Representation Gaps
Broker-provided financials may not reflect refund rates, return reserves, advertising spend attribution, or platform fee changes. Independent review of P&L data against platform reports is essential before finalizing purchase price.
Asset vs. Equity Structure
Most ecommerce acquisitions are structured as asset purchases. The choice of structure has significant tax, liability, and platform continuity implications that should be addressed with legal and tax counsel before the LOI is signed.
Regulatory and Compliance Exposure
Product liability, Prop 65, FDA, FTC, and consumer protection compliance issues can follow the business regardless of how the transaction is structured. A targeted compliance review should be part of every buy-side due diligence process.
How an Engagement Works
We structure our engagement around the transaction timeline. Here is what that looks like on each side.
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1
Initial Strategy Session
We discuss your transaction, timeline, broker relationship, and any LOI already in hand.
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2
LOI Review
We review the letter of intent for binding provisions (exclusivity, break fees, working capital targets) and advise on terms that will carry into the definitive agreement.
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3
Due Diligence Support
We advise on buyer requests, help you organize disclosures, and flag any items that may affect your representations.
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4
Contract Negotiation
We negotiate the purchase agreement: indemnification, earnout terms, escrow, reps and warranties, and non-compete scope.
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5
Closing & Post-Closing
We coordinate the closing process and remain available for post-closing disputes, indemnification claims, or earnout enforcement.
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1
Initial Strategy Session
We discuss the target business, deal structure, timeline, and your due diligence priorities.
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2
LOI Drafting & Negotiation
We draft or review the letter of intent, structuring exclusivity, purchase price adjustments, and conditions to close in your favor.
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3
Legal Due Diligence
We conduct targeted due diligence: IP ownership, platform account health, contracts, regulatory exposure, and financial representation accuracy.
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4
Purchase Agreement Negotiation
We draft and negotiate the definitive agreement: representations, indemnification, working capital, escrow, and seller obligations post-closing.
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5
Closing & Integration Support
We coordinate closing deliverables and support post-closing integration, account transfers, and any indemnification claims that arise.
eCommerce M&A is what we do. Not one of many things we do.
Most business attorneys handle a mix of transactions. Our practice is built around ecommerce. That means we understand how Amazon account transfers work, what platform-specific compliance exposure looks like, and how the major brokers (Empire Flippers, Quiet Light, FE International) structure their deals and their standard agreements.
Having worked the sell side and the buy side in separate matters gives us a practical view of how agreements are written, where the disputes come from, and what terms are actually moveable in this market.
- eCommerce M&A focus, not a general business practice
- Over $1 billion in closed ecommerce transactions
- 9+ years representing Amazon, Shopify, Walmart Marketplace, and D2C sellers
- We know how broker deals are structured and where the standard agreements favor the other side
- Sell-side and buy-side experience in ecommerce M&A
- Clients are represented through the full transaction, not just at signing
Your Business Can’t Wait.
Tell us what’s happening. Your case goes directly to an attorney who knows eCommerce inside and out — not a call center, not a queue.
(833) 326-6529 [email protected]Rafelson Law PLLC · 2255 Glades Rd Suite 319A, Boca Raton, FL 33431
Past results do not guarantee similar outcomes.
The information on this page is provided for general informational purposes only and does not constitute legal advice. No attorney-client relationship is established by viewing this page or submitting a contact form. Prior results do not guarantee a similar outcome. Transaction figures referenced reflect cumulative closed transaction value across all matters handled by the firm and its attorneys. Rafelson Law PLLC · 2255 Glades Rd, Suite 319A, Boca Raton, FL 33431 · (833) 326-6529