Matthew Cooper

Selling your business can feel overwhelming, even if it’s something you’ve been thinking about for years. Between negotiations, due diligence, and a long list of moving parts, it’s easy to underestimate how much preparation really matters.  

After closing several deals throughout 2025 and having countless conversations with industry-advisors and sellers across various industries, a few clear lessons stood out. 

Whether a sale is on your radar now or somewhere down the road, these five takeaways offer practical insight into what helps deals run more smoothly, and what can make a meaningful difference in the final outcome: 

1. Get Your Professional Team Assembled and Involved Now  
   This is an evergreen lesson; entire articles and seminars can be (and have been) dedicated to sellers getting their house in order years before they ultimately decide to sell their business. We repeatedly see more successful outcomes for sellers who proactively approached the business succession process rather than reacting to an unsolicited Letter of Intent (LOI). The number one recurring theme from 2025 based on every deal I worked on and every conversation I had in the industry is that the sooner sellers assemble and involve their team of professionals, whether it be accountants, investment bankers or legal counsel, the better deal they will receive. So much can be accomplished prior to signing a LOI that will result in less headaches and more value for sellers.  

2. Cash Is Still King  
   Buyers, especially Private Equity, are very good at throwing out a large number for the purchase price, but only paying a percentage of the purchase price at Closing in cash. I tell my seller-clients each and every deal – the only cash you can count on in the transaction is the cash that is wired to your bank account on the day of closing. Earn-outs, promissory notes, and indemnity holdbacks are all common ways of buyers kicking the can down the road and deferring the purchase price. Rollover equity is another form of non-cash consideration common in M&A deals, but we see sellers generally preferring this concept. Skilled M&A advisors can help you negotiate the transaction to front-load the purchase price as much as possible.  

3. Started Using AI in Your Business? Get Ready to Disclose That  
   Seller’s representations and warranties are constantly evolving to reflect current events. We are currently noticing a trend with artificial intelligence (AI) representations and warranties, 2025’s hot topic. In short, if you started using AI in your business, you should get ready to disclose that to buyer during due diligence and in the Purchase Agreement. Buyers are sensitive to the confidentiality concerns of AI, given that most large language models (LLMs) are not “closed boxes” in terms of the information/data you input.  

4. Noncompete Provisions Are Still Effective  
   If you are selling your business, you can almost guarantee there will be prohibitions on competition and solicitation of employees/customers. Many of my clients are familiar with the FTC’s “ban” on noncompetes from 2024, but that ban is not presently in effect. Noncompetes are still common in M&A transactions and sellers should be prepared to accept these terms. Three to five years remains the most common timeframe I am seeing in Purchase Agreements.  

5. Maintain Landlord and Lender Relationships  
   If you lease the property where you operate your business, buyer is most likely going to need to assume that lease or enter into their own (more favorable) lease agreement with your landlord. Anytime you bring a third-party (like a landlord) into the deal you insert a non-controllable variable. A deal team’s worst nightmare is having everything ready to go for closing but being held up by a slow or non-responsive landlord. The same lesson applies to lenders in the M&A context. If you have a line of credit or term loan that is collateralized by the assets of the business, that loan will need to be terminated and that lien will need to be released at closing. The sooner you can get this done, the better. Thus, maintaining healthy relationships with third parties can go a very long way. 

By planning ahead, surrounding yourself with the right advisors, and understanding today’s deal realities, sellers can reduce surprises and preserve value. These lessons from 2025 underscore one simple truth: preparation and perspective go a long way in helping transactions close smoothly, and on terms that work for you. 

Matthew C. Cooper is a Partner in the Business and Corporate Law group at MacElree Harvey, Ltd., where he focuses on mergers and acquisitions, outside corporate counsel work, private placements, and business transactions for clients across all industries and stages of growth. Known for his client-first approach and deal-closing focus, Matt counsels owners, boards, and management teams on strategic planning and complex legal issues, helping them navigate everything from formation through exit. 

Why did you choose to work at MacElree Harvey? 
I chose MacElree Harvey because of its deep roots in Chester County and its reputation as a full-service law firm with rich traditions. The firm’s commitment to serving the community and its ability to handle sophisticated legal matters made it an ideal place for me to grow professionally. 

What makes you stay? 
The people, the mentorship and the culture. I work on sophisticated transactions and matters, but I am still able to spend time with my family. That balance is invaluable. 

How has your career grown since joining the firm? 
Since joining MacElree Harvey, I have had the opportunity to work on increasingly complex and noteworthy transactions. The firm has consistently encouraged my development by offering mentorship, marketing resources and opportunities that have helped shape the direction of my career. 

What do you enjoy most about your practice here? 
Handling sophisticated work in a firm that values both professional excellence and personal growth. The matters we handle are impactful and often have tangible results within our local communities. 

How would you describe the culture at MacElree Harvey? 
Collaborative and approachable. It feels like a true community, both within the firm and in our outreach. My colleagues genuinely want me to succeed and are available to guide and support. 

What makes this firm different from other places you’ve worked? 
The culture here is entirely different – it’s local, it’s genuine, and it’s rooted in long-standing relationships. There’s a sense of pride and ownership in the work we do that you don’t find everywhere. 

What is one moment at MacElree Harvey that made you feel proud to work here? 
Working on local transactions and then seeing those businesses thrive in our community, and that’s incredibly fulfilling. When I hear community members talk about the positive impact of these projects, it’s humbling to know I played a role in making them happen. 

How has the firm supported your professional or personal goals? 
They have taken the time to truly listen to what I want to achieve in my goals and have offered thoughtful guidance and support to help me get there. They do not ask to check a box; they ask because they actually care. 

What values do you see lived out at MacElree Harvey every day? 
Compassion, innovation, community involvement, and approachability. These aren’t just words—they’re reflected in how we interact with clients, with each other, and with our broader community. 

How do you collaborate with others at the firm? 
Attorney’s doors are typically open, which encourages spontaneous collaboration and makes brainstorming easy and effective.  We also hold bi-weekly department lunch meetings to make sure we are staying on top of legal trends and developments.  

What’s something unique about the team you work with? 
Each attorney in our Business Department brings a unique specialty to the table. That diversity of expertise allows us to deliver tailored, sophisticated and well-rounded solutions to our clients. 

How has mentorship or leadership here shaped your path? 
I’ve learned so much from leaders like Harry (DiDonato), Mary Kay (Gaver), and Andy (Silverman). Their willingness to share knowledge, experiences and guidance have been invaluable to my development. 

What is your favorite MacElree memory so far? 
A favorite MacElree tradition is our annual Old Fashioned Christmas party, a client open house held during the Annual West Chester Parade. It’s a special event where an attorney and their spouse dress in vintage Christmas attire and greet guests. It’s festive, fun, and a great way to show a bit of personality to clients while celebrating with the community. Of course, becoming a partner in 2024 was a proud and meaningful milestone in my career as well. 

What’s something people might not know about working here that they should? 
The work we do is impactful. Behind every legal matter is a client, a community, or a cause that benefits from our efforts, and that makes the work incredibly rewarding. 

By: Harry J. DiDonato & Matthew C. Cooper

On July 21, 2021, the Supreme Court of Pennsylvania opened the door for lower courts to apply the doctrine of “enterprise liability” (also commonly referred to as “horizontal” or “single-entity” liability) allowing plaintiffs to horizontally pierce the corporate veil. Enterprise liability, which is currently recognized in less than a third of state courts, contemplates that “just as a corporation’s owner or owners may be held liable for judgments against the corporation when equity requires (i.e., ‘vertical piercing’), so may affiliates or ‘sister’ corporations–corporations with common ownership, engaged in a unitary commercial endeavor–be held liable for each other’s debts or judgments.”

The case, which began as a dram shop tort action, resulted in the plaintiff, Ryan Mortimer, obtaining a $6.8 million judgment against a group of defendants for injuries sustained when her vehicle was hit by an intoxicated driver. One defendant, 340 Associates, LLC, a company owned by two brothers, had been formed for the sole purpose of acquiring and owning a liquor license. 340 Associates entered into a management agreement with a third party, which operated the restaurant that was found in the tort action to have served the intoxicated individual who later struck the plaintiff’s vehicle.

After being unable to collect on the full amount of the judgment, Mortimer initiated a separate action against 340 Associates and a new defendant, McCool Properties, LLC, a real estate company owned by the same two brothers along with their father, each owning a one third interest. McCool Properties owned the building where the restaurant was a tenant. Mortimer sought to pierce 340 Associates’ corporate veil to hold McCool Properties liable for the unpaid remainder of the judgment owed to Mortimer in the dram shop action. Mortimer argued for the application of enterprise liability, claiming she should be allowed to horizontally pierce through 340 Associates to McCool Properties, given the overlapping ownership and alleging that McCool Properties was, in effect, an alter ego of 340 Associates. The trial court, and, subsequently, the Pennsylvania Superior Court each rejected Mortimer’s claims. Bob Burke, Esquire, chair of MacElree Harvey’s Commercial Litigation Group was retained to successfully defend 340 Associates and McCool Properties in the separate action and appeal.

The Pennsylvania Supreme Court reaffirmed the Superior Court’s decision; however, persuaded by the pillars of justice and equity upholding the necessity for veil piercing under certain circumstances, the Court articulated a two-prong test for enforcing enterprise liability in Pennsylvania:

1. There must be such unity of interest and ownership that the separate personalities of the corporation and the individual no longer exist; and
2. Adherence to the corporate fiction under the circumstances would sanction fraud or promote injustice.

Thus, while the Court found that the underlying facts of this case did not satisfy this newly-enumerated two-prong test, it nonetheless opened the door for lower courts in Pennsylvania to apply the enterprise liability theory in the future. 

With the Court’s decision in Mortimer, Pennsylvania businesses and business owners should be mindful of the following practical considerations:

1. Diversify Ownership Among Related Entities

a. The Court was persuaded by the fact that Raymond McCool was a one-third owner of McCool Properties, but had no ownership interest in 340 Associates.

2. Keep Business Affairs Separate

a. 340 Associates and McCool Properties filed separate tax returns, maintained separate bank accounts, kept separate books, had separate organizational documents and maintained separate revenue streams.

3. Document Your Business Actions 

a. Properly document, by at least annual meetings of directors and shareholders (corporations) or members/managers (LLCs), major business decisions and keep the meeting minutes from each of those meetings.

4. Ensure Adequate Business Capitalization

a. Take careful steps to document the proper capitalization of your business and make sure the capital is designated to the business and not the owners of a “sister” business. 

Harry J. DiDonato is an experienced transactional attorney and business advisor who works to guide clients through a myriad of legal and business issues. His practice focuses on counseling individuals, small businesses and middle market companies regarding all aspects of general business and corporate matters, real estate transactions, business sales and succession, and tax planning. His innovative perspective, experience, and aptitude make him a strong business partner and advocate. If you have any corporate or business law needs, please contact Harry J. DiDonato at (610) 840-0237 or [email protected].

Matthew C. Cooper is an attorney in MacElree Harvey’s Business Department specializing in business and corporate law. He counsels businesses of various sizes and industries through all stages of the business life cycle, including representing management and boards of directors by helping them stay compliant with the ever-changing landscape of corporate law. Matthew frequently represents businesses in private financings, and is a trusted adviser to lenders and borrowers in commercial lending transactions. If you have any corporate or business law needs, please contact Matthew C. Cooper at (610) 840-0279 or [email protected].