Buying or Selling an Amazon or Online Business: Exits and Brand Acquisitions

Q: How do I start?

Call (833) 326-6529 or email info@ecom.law. Tell us whether you are buying or selling, who the other party is if you know and where you are in the process, such as before a broker agreement, at the LOI or in diligence. Please do not send confidential deal documents before you are engaged.

By Paul S. Rafelson, Founder, Rafelson Law PLLC

We represent online business owners and buyers in exits and acquisitions of Amazon FBA, Shopify, Walmart and direct-to-consumer businesses, from the broker agreement and letter of intent through due diligence, the purchase agreement and closing. Sellers focus on post-closing exposure and payout. Buyers focus on diligence. Outcomes cannot be guaranteed.

Which page fits my situation?

I am selling my business

Broker agreements, LOI terms, indemnification, earnouts, escrow, working capital and what you keep after closing.

I am buying a business

Diligence on financials, account health, IP chain of title, suppliers and the purchase agreement.

What does an eCommerce M&A lawyer do?

An eCommerce M&A lawyer represents one side of a purchase or sale, reviews and negotiates the documents and advises on the legal risks specific to online businesses. For sellers, that means managing exposure after closing. For buyers, it means finding problems before the money moves.

The work usually touches these documents and decisions:

Broker agreement. Exclusivity, commission and what counts as an introduction.
Letter of intent. Price, structure, exclusivity and conditions.
Due diligence. What the buyer will review and what the seller will disclose.
Purchase agreement. Representations, indemnification, escrow, working capital, earnout and non-compete.
Closing. Transfer of brand, listings, domains, intellectual property, inventory and accounts, plus transition support.

How do sell-side and buy-side representation differ?

	Seller’s lawyer	Buyer’s lawyer
Main question	How much do I keep, and what can come back to me?	What am I really buying, and what protects me if it is wrong?
Early focus	Broker agreement; binding LOI terms; confidentiality in outreach	LOI structure; exclusivity; diligence scope
Key terms	Indemnification cap, basket, survival; escrow release; earnout covenants; working capital definitions	Representations and warranties; indemnification coverage; holdbacks; seller non-compete; IP assignment
Account and platform	Disclosure accuracy; open account issues; transition help you will owe	Account health; pending suspensions; Brand Registry and listing control
Page	Selling guide	Buying guide

Which platforms and business types does this cover?

Our M&A work centers on Amazon FBA brands and other online businesses, including Shopify and Walmart Marketplace brands, direct-to-consumer brands and agencies.

What does the deal process look like from start to finish?

Preparation. Sellers assemble financial, supplier, IP and platform records. Buyers set their criteria and financing.
Broker agreement and outreach. A seller may engage a broker; see broker agreement review.
LOI. The parties agree on price, structure and exclusivity.
Due diligence and negotiation. The buyer investigates; counsel for each side negotiates the purchase agreement.
Closing and transition. Documents are signed, funds move and assets and accounts transfer.
After closing. Adjustments, escrow release, earnout reporting and any claims.

Why does intellectual property ownership matter in an exit?

A brand is often worth a great deal on the strength of one registered mark. If a seller never registered marks for other products, uses images with no rights acquired or holds rights no one is able to assign, the buyer has to price the risk and will want assurances. It is both a seller problem and a buyer problem. See the seller’s view and the buyer’s view.

Non-disclosure is not enough: the NDA should also bar use

An NDA in a sale should restrict use as well as disclosure. Without a non-use clause, a buyer who walks away may be free to use the seller’s supplier list, costs, ad data and customer data to compete, even if it never tells anyone. The NDA should also cover non-solicitation of employees, contractors and suppliers, return or destruction when talks end and how long the obligations survive, and it should not include a residuals clause that undoes the non-use promise. Pair it with staged disclosure. More for sellers and buyers.

Why the broker’s lawyer may not be your best choice

A law firm that relies on one broker for referrals can worry that raising issues that should be raised will cost it future business. Many brokers are paid at closing, so their incentive is getting the deal closed. They are not the ones exposed if a seller is sued after closing for more than the price, if an earnout never pays out or if a buyer inherits a problem diligence should have found. Some brokers prefer lawyers who will not slow the deal down.

Your lawyer’s job is to tell you the risks, even when someone wants you to feel comfortable signing. More for sellers and buyers.

Realistic expectations

We represent one side of a deal.
We advise on valuation as part of your deal. We are not a broker or an accounting firm.
We cannot guarantee that a deal will close, at what price or what will happen after closing.
Past results do not guarantee similar outcomes.

Frequently asked questions

Do I need a lawyer to buy or sell an Amazon FBA business?

No law requires it. The contracts decide what you keep and what you own after closing, and the other side’s lawyer wrote them for the other side. Brokers and platforms usually do not provide legal advice on your side of the contract. Buyers and sellers can have a lawyer review the LOI and negotiate the purchase agreement, and some do so before signing a broker agreement.

What is the difference between selling to an aggregator and using a broker?

A broker markets the business and negotiates for a commission. A direct sale to an aggregator can avoid a commission but requires you to manage confidentiality and negotiation yourself or with a lawyer. Each path has different legal checkpoints, such as the broker’s exclusivity period, what counts as an introduction and confidentiality before you share supplier and customer data.

Is an asset sale or a stock sale more common for Amazon businesses?

Most Amazon and eCommerce business sales are asset sales, but not all. The right structure depends on the business and each party’s tax situation. In an asset sale the buyer takes specified assets. In a stock or equity sale it takes the company itself, with its liabilities. Ask your tax advisor early.

What should a buyer check before buying an Amazon business?

At minimum: financial records tied to platform reports, account health and any pending suspensions, ownership of brand and IP, supplier contracts and whether they transfer to a buyer plus compliance issues such as Prop 65. See our buyer page for a fuller list.

What is a common source of post-closing risk for a seller?

One common source is the indemnification obligation: claims the buyer can make after closing based on your representations. The cap, basket and survival period set the exposure. Escrow, working capital adjustments and earnout terms also affect what you finally keep.

Can Amazon account problems affect a sale?

Yes. A pending suspension or unresolved performance issue can affect value and the representations a seller can give. Account-health records can be part of a buyer's diligence requests, and a buyer may ask a seller to make representations about notices it has received, so disclose accurately and early. See our pages on Amazon account suspension and Section 3 deactivation.

How do I start?

Call (833) 326-6529 or email [email protected]. Tell us whether you are buying or selling, who the other party is if you know and where you are in the process, such as before a broker agreement, at the LOI or in diligence. Please do not send confidential deal documents before you are engaged.

Do you work on contingency or take a percentage of my sale?

No. We bill by the hour. Tying a lawyer’s pay to the deal closing creates a conflict, because the lawyer then has a financial stake in your saying yes. Experienced M&A advisors will tell you to have at least one person on your team who is not paid based on the outcome, the person who will tell you the hard truth. That is the position we take, even when it does not make brokers happy.

Sell your online business

Sell-side guide: terms and process.

Buy an online business

Buy-side guide: diligence and purchase agreement.

Amazon account suspension

Account health issues that can affect a deal.

Prop 65 for online businesses

A compliance exposure that buyers examine.

Sources and notes

Amazon Services Business Solutions Agreement (U.S.), the agreement Amazon provides to sellers in Seller Central. Assignment clause: General Terms, Section 18 (Miscellaneous).
Firm blog posts on this site: Negotiating the Broker Agreement (Sept. 16, 2024); Buying and Selling an eCommerce Business (Apr. 4, 2025).

About the author

Paul S. Rafelson is the Founder of Rafelson Law PLLC, a law firm for eCommerce and online business owners. The firm’s practice focuses on Amazon account issues, eCommerce mergers and acquisitions, Proposition 65 and related corporate work. He holds an LL.M. in Taxation from NYU (2017). He founded the Online Merchants Guild in 2018, a volunteer-led trade association run by and for Amazon sellers. He taught state and local taxation as an adjunct professor at Pace Law School. Katherine (Katie) Dariano is a Senior Counsel at the firm. Full biography.

Background

Founder, Rafelson Law PLLC; office at 2255 Glades Rd, Suite 319A, Boca Raton, FL 33431.
Admitted to the bars of Florida (2005) and New Jersey (2006). Katherine Dariano is admitted in New York (2021).
LL.M. in Taxation, NYU (2017).
Before private practice, Paul was in-house counsel at Microsoft, Walmart and GE.
Paul founded the Online Merchants Guild in 2018, a volunteer-led trade association run by and for Amazon sellers. More on the Guild's About page.
Paul taught state and local taxation as an adjunct professor at Pace Law School.

Talk to a lawyer about your eCommerce deal

Tell us whether you are buying or selling and where you are in the process. Sellers planning an exit can request a free M&A consultation. Please do not send confidential deal documents yet.

Call (833) 326-6529 to ask about your deal Email Us

Rafelson Law PLLC · 2255 Glades Rd, Suite 319A, Boca Raton, FL 33431

Phone: (833) 326-6529 · Email: [email protected]

Informational only; not legal advice. Contacting us does not create an attorney-client relationship, which begins only with a signed written engagement. Please do not send confidential details until we confirm in writing that we represent you. If you face a deadline, say so in your first message.