Brown & Blaier, PC / Business acquisitions

Buying a business?
Understand the deal
before you commit.

Brown & Blaier advises business buyers on acquisition documents, legal due diligence, negotiation, and closing matters. Start with the proposed transaction and the questions that affect your decision.

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Inquiries open our firm’s MyCase contact form.

Buyer-side representation

Legal support for
the buyer’s decisions.

An acquisition is a series of decisions about what you are buying, the obligations you are taking on, and what needs to happen before the deal closes. The purchase price is only one part of that discussion.

Our business sales and acquisitions practice includes asset purchases, stock or membership-interest transactions, legal due diligence, purchase-agreement negotiation, and transaction documentation.

For a buyer, the legal work should connect the proposed terms with the business you have investigated. An unanswered diligence question may need to be resolved, addressed in the agreement, or considered in the decision whether to proceed.

Describe whether you are exploring an opportunity, considering a letter of intent, or already negotiating a purchase agreement. The stage of the deal helps frame the work.

The acquisition discussion

Questions to carry
from inquiry to closing.

  1. Define the proposed transaction

    What assets or ownership interests are being purchased? What is excluded? Identify the parties, existing term sheet or letter of intent, financing plans, and material deadlines.

  2. Review the legal diligence

    Examine company records, ownership, important contracts, intellectual property, workforce documents, and applicable regulatory questions within the agreed scope. Distinguish verified information from open requests.

  3. Negotiate the purchase agreement

    Address the proposed purchase terms, representations, indemnification, closing conditions, and other allocations of responsibility in light of the deal and diligence findings.

  4. Identify approvals & closing deliverables

    Determine what consents, approvals, assignments, payoff arrangements, and other documents the particular transaction requires. Do not assume every contract or license carries over without review.

  5. Plan the transition

    Discuss the handoff of the business, any continuing seller involvement, and the documents or obligations that continue after closing.

A transaction has several moving parts

Keep the advice coordinated.

Legal diligence is one part of evaluating an acquisition. Financial, tax, valuation, and operational questions should be considered with the appropriate advisers.

The proposed structure affects several of those discussions. This page does not prescribe an asset or equity transaction as the right answer for every buyer.

Bring identified risks and unanswered questions into the negotiations rather than treating the document review as separate from the commercial deal.

Our M&A overview provides the broader transaction context. This page focuses on the buyer’s preparation and legal work.

Prepare for a conversation

Start with the deal as it stands today.

Provide a general description of the target business, the proposed transaction, and its current stage. Flag deadlines before assuming there is time for a particular review.

Keep the initial inquiry general. Avoid sharing confidential information before an attorney-client relationship is established.

  • Industry and locations of the business.
  • Proposed asset or ownership-interest purchase.
  • Status of the LOI, diligence, and purchase agreement.
  • Known financing, landlord, licensing, or consent issues.
  • Target closing date and other deadlines.
Before you inquire

Common questions.

When should I contact counsel about an acquisition?

Tell us about the proposed deal while you are considering its terms, and identify anything you have already signed. If an LOI, purchase agreement, or other deadline is approaching, flag it in the initial inquiry.

Do you handle both asset and ownership-interest purchases?

The firm’s acquisition practice includes asset purchases and stock or membership-interest transactions. The appropriate work depends on the business and proposed structure.

Does legal diligence replace an accountant’s review?

No. Legal and financial reviews address different questions. The acquisition discussion should account for the work of your legal, accounting, tax, and other advisers.

Can you help if negotiations have already started?

Describe the current stage, the documents already exchanged or signed, and the deadlines. The firm can then discuss the proposed scope and availability for the matter.

Explore the firm

Related legal services.

Business sales & acquisitionsBusiness contractsCorporate law
Your next step

Bring the acquisition
into focus.

Tell us about the business you are considering and the current stage of the deal.

Start an inquiry

Continue to our firm’s MyCase contact form.

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