Practice Areas

• Personal Injury
• Social Security Disability
• Workers' Compensation
• Real Estate Law
• Business Law
• Franchise Law

Blog

Business Law

• Why Buying a Small Business in a Recession Has Advantages
• Becoming a Successful Entrepreneur: What Makes an Entrepreneur Successful?
• State Resources Available for New York Small Businesses
• State Resources Available for New York Small Businesses
• What You Should Look for When Buying a Small Business in New York

view more

Library

Business Law

• Factors that Drive a Business Sale
• Timing a Business Sale
• Avoiding Partnership Disputes: Issues that Existing Business Owners Must Consider
• Preparing to Sell Your Business
• Purchasing a Business: What is Good Will and Why Should You Care?

view more

Purchasing a Business: What is Good Will and Why Should You Care?

If you are considering the purchase of a business, get familiar with the term “goodwill” and be prepared to talk to your lawyer about this “intangible asset”. The term goodwill has special accounting and legal significance but, from a business purchaser’s perspective, goodwill, refers to the intangible earning power of the business – sort of the key ingredient that makes a business special.

Although this goodwill asset is “intangible”, it is nevertheless real and should be identified and legally transferred and protected by the buyer of every business. When identifying and evaluating the “goodwill” of a business keep in mind that the goodwill will include anything that makes the business that you are buying unique or gives it a competitive advantage. Some examples of goodwill include:

• Customer lists;
• Information about prior customer purchases;
• Mailing lists;
• Trade name of the business;
• Special recipes or production methods;
• Special or unique telephone numbers and domain names;
• Specialized employees.

The foregoing are just some of the numerous examples of a business’s goodwill. If you are considering the purchase of a business make sure you don’t stop your evaluation on the “tangible” assets – evaluate with your lawyer the “goodwill” components of your prospective business and how to protect these intangible assets in your purchase agreement. Some provisions that you will want to consider are: non-competition covenants, non-solicitation covenants, protection of customer lists and registration of trademarks.

By: Charles N. Internicola, Business and Franchise Lawyer © - All Rights Reserved.

Charles Internicola, is a partner at the law firm of Decker Decker Dito & Internicola, LLP. and an author and speaker with a practice devoted exclusively to business and franchise law. Charles represents entrepreneurs, including first time business purchasers, start-up businesses and established non-public corporations in local, regional and national transactions and litigation. In New York, New Jersey and throughout the United States, Charles represents and consults with franchisees considering the purchase of a franchise and franchisors starting and managing a franchise system.

Charles is the author of the book “An Entrepreneurs Guide to Purchasing a Business” and the New York Franchise Law Blog, www.newyorkfranchiselaw.com.

Charles N. Internicola, Esq., a partner at the Staten Island law firm of Decker Decker Dito & Internicola, LLP., is an experienced business and franchise lawyer who represents individuals and experienced business owners in business transactions and business litigation in Staten Island, New York City and New Jersey. Charles is the author of the book "An Entrepreneurs Guide to Purchasing a Business" and he is the editor of the New York Franchise Law Blog.  If you are involved in a business transaction, purchasing or selling a business, establishing a franchise system or involved in a business dispute, contact Charles Internicola to discuss the specialized legal services that he provides to his clients.

IMPORTANT DISCLAIMER: The information contained on this website is provided for general educational purposes only, should not be relied on as legal advice and does not serve to create an attorney client relationship. In utilizing this website you acknowledge that there is no attorney client relationship between you and Charles N. Internicola, Esq. and that the information contained on this site does not and cannot serve as a replacement for the competent legal advice of a licensed attorney in your state. The content of this website is subject to the Copyright of its author, Charles N. Internicola, Esq.

Free Consultation