Checklist for Sale of Business Preliminary Investigation and Negotiation Stage. Determine the parties' motivations for selling and purchasing the business. Review what the parties have done with respect to the preliminary investigation and negotiation of the sale and consider whether additional avenues should be pursued. Review the parties' valuation of the business to be sold or purchased and consider whether additional analysis is needed. Recommend the scope of an initial investigation of the business given its size and nature. Consider whether a confidentiality agreement is needed to protect the parties during the initial investigation. Consider the best form for the business sale, asset sale, or sale of equity interests, bootstrap sale, or tax-free corporate reorganization. Analyze the tax aspects of the transaction. Consider alternative means of payment of the purchase price, such as allocation of part of the price to covenants not to compete or consulting agreements. If the sale will be an asset sale, consider how the purchase price will be allocated. If the sale will be an asset sale, determine whether the purchaser will require compliance with the bulk transfer law if one is in effect in the state. Discuss the parties' initial thoughts regarding price, terms, and conditions of the sale. If the price will be paid in installments, consider what security will be provided to insure its payment. Consider the applicability of federal and state securities laws to the sale and determine what will be required for compliance.