How is the business impacted by its physical location (within building/complex/neighborhood) and environment (noise, smells, access to natural light)?

Do competitors have an advantage due to ceiling height, access to highways, lower local taxation?

What tax benefits are there for the seller to consider real property to shelter some of their income from sale?

REALLY DON’T CARE!

Owner (or broker) of a property leased by a prospective seller (or being considered by a potential buyer) may ignore pleas for assistance.

Size matters. The bigger the size of the lease in TOTAL DOLLARS – not in square feet – the more important your issues become to owner/broker.

Location matters. Think of a building as a jigsaw puzzle.  Does your location drive decisions on how space might work for other prospective tenants?

Attorneys matter. Owners tend to engage lawyers who reflect their approach to business. If the lease in question is littered with “land mine” clauses (“…fail to perform and the tenant is crushed…”), you might want to consider that “pleas for assistance” will only be heard at some cost to your client.

ACTION ITEMS

1. Visit an online map of THE NEW opportunity zones (“OZ”) in your area (available fall of 2026).
2. Identify land / buildings for sale in a local OZ (current or new zones)
3. What businesses might your seller buy with their sale proceeds, which could be moved to (or are already located in) a designated OZ area (and hence defer tax recognition)? Suddenly, you get two bites of the apple!
4. Learn the basics of 1031 Like Kind Exchanges (a focus of my practice) to determine if your seller can defer some taxes on the sale price allocated to their real property.
5. Gain some knowledge of DSTs and OZ funds as alternatives to direct ownership of 1031 replacement property or investing capital gains in a directly owned OZ asset (as your prospect seller may want to retire and get off personal liability of business and real estate loans).
6. Discuss with the seller’s accountant on how the owned property is allocated among the business, personal residence, and property held for investment purposes (all of which, given time and motivation, can be reallocated to benefit your seller). 
7. Discuss with the buyer’s accountant regarding ideal real property and “asset to be acquired” allocation for tax purposes. Sometimes there can be a benefit to the buyer without a detrimental impact on the seller.
8. Municipal property assessment can be massaged by how the sale price is allocated.
9. The structure of a transaction (asset vs. a corporate sale) may provide greater tax deferral opportunities. 
10.  Ask your seller and buyer “what would they do for space if the current lease was not an issue.” Flexibility in your negotiations can be a powerful tool.
11. Consider how to enhance real property value—important for supporting an SBA loan—by how leases are structured, synergy of the tenants in the building, flexibility in the debt on the property, and priority of benefits where there are multiple owners involved.

BOTTOM LINE

The business sale transaction being brokered will grind to a halt if real property issues are not addressed early in the sale process.

My 40+ year career has focused on real property, generally at the intersection with tax and securities issues.  When in doubt, reach out. There is ALWAYS a way to get a transaction completed when real property issues are faced early in the process.