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Buying & Selling a Business

Can I be accused of taking advantage of a seller who was under financial pressure to sell?

TSL Written by the Treadstone Law team· Updated August 2026

Yes, it's a real risk, particularly in a private, direct-from-owner distress sale rather than a court-approved receivership or bankruptcy process. If the price or terms look unfair and the seller was known to be under serious financial pressure, the transaction can later be challenged, including as a transfer at undervalue or an improper preference if the seller ends up in formal insolvency proceedings, or on general unfairness grounds in some circumstances outside that context.

A court-approved sale process is one of the best protections against this kind of later accusation, because the court has already scrutinized whether the price and process were fair before approving it. A buyer negotiating directly with a distressed owner, without that oversight, carries more of this risk and should keep good records showing the deal was arm's length, properly negotiated, and fairly priced — including, where practical, an independent valuation supporting the price paid. Giving the seller a genuine opportunity to get their own independent legal and financial advice before signing also helps show the transaction wasn't one-sided, and is worth documenting alongside everything else.

Key takeaways

  • Private distress sales carry more risk of a later unfair-dealing accusation than court-approved ones.
  • A very low price to a known-struggling seller can support a transfer-at-undervalue or preference claim.
  • Court approval of a sale substantially reduces this risk by having already tested fairness.
  • Good records, and ideally an independent valuation, help show the deal was genuinely arm's length.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone business lawyer can help.
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