Buy Side Due Diligence: What Buyers Need to Verify Before Closing

business people doing due diligence before closing

Acquiring a business is very different from starting one, and having an experienced business and corporate attorney involved from the outset can help you avoid costly surprises. When you buy an existing company, you are also buying its history, meaning its past contracts, its past compliance decisions, and in some cases its past problems. Thorough due diligence is what separates a buyer who understands exactly what they are acquiring from one who finds out the hard way after closing.

Every acquisition carries some risk that the business is not exactly what it appears to be on paper, and that risk falls squarely on the buyer once the deal closes. A seller who is eager to move forward will not always volunteer every issue that could affect your decision, not necessarily out of bad faith, but because they may not view certain items as material the way an outside buyer would. That gap in perspective is exactly what a disciplined diligence process, guided by an experienced business or corporate attorney, is designed to close.

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Selling Your Business? A Due Diligence Checklist

clients talking with attorney at corporate law firm about an acquisition and due diligence

If you are thinking about selling your business in the next one to three years, working with an experienced business attorney early in the process can make a significant difference in how smoothly that sale goes. The single biggest mistake most owners make is waiting until a buyer shows interest before getting organized. By the time a letter of intent is on the table, due diligence moves fast, and any gaps in your records can slow the deal down, reduce your purchase price, or in some cases cause a buyer to walk away entirely.

The good news is that most of what buyers look for is well within your control if you start early. Here is a due diligence checklist to help you get ahead of the process.

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The Benefits of a PPM

ppm-document-with-pen-glasses-and-calculator-on-desk

Many individuals and business owners operate under the incorrect assumption that when looking to raise capital, they can simply sell securities to any person on the street. However, the general rule is that any public offering of a security must be registered with the SEC, unless an exemption exists.

For many small businesses, registration with the SEC is not feasible due to the expense. Luckily, several exemptions from registration are offered. Some of the most common exemptions are found under regulation D (specifically Rule 506, which is a Safe Harbor under Section 4(a)(2)). Yes, it’s confusing. A Private Placement Memorandum (or PPM) is a document that businesses use to take advantage of such exemptions.

Read on to learn more about PPMs and how they can benefit your business when raising capital.

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DEA Registration Process for Cannabis Businesses: What Operators Need to Know

DEA registration on paper sheet.

Updated October 22, 2026

DEA registration has become an important consideration for state-licensed medical cannabis businesses. A federal rule effective April 28, 2026, placed qualifying medical marijuana in Schedule III and created a registration pathway for state-licensed medical marijuana manufacturers, distributors, and dispensers.

The change does not authorize recreational cannabis operations or automatically grant federal registration to every state license holder. Businesses must evaluate their license, activities, application status, and continuing compliance obligations.

For operators considering DEA registration, the most immediate questions are whether they qualify, which application applies, and what happens while an application is pending.

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New Jersey’s New Independent Contractor Rules

third-party agreements for independent contractor

New Jersey businesses that use freelancers, consultants, gig workers, or other independent contractors should pay close attention to recently adopted regulations from the New Jersey Department of Labor and Workforce Development (NJDOL). On May 5, 2026, the NJDOL adopted N.J.A.C. 12:11, a comprehensive regulatory framework codifying how the state applies its strict “ABC Test” to worker classification. The new rules carry an operative date of October 1, 2026.

Although New Jersey has applied the ABC Test for decades through statutes and court decisions, N.J.A.C. 12:11 represents the first comprehensive regulatory framework explaining how the NJDOL interprets and enforces the test. The regulations apply uniformly across the New Jersey Unemployment Compensation Law, the Wage and Hour Law, the Wage Payment Law, the Earned Sick Leave Law, and the Temporary Disability Benefits Law.

For startups and businesses that rely heavily on 1099 workers, these regulations significantly increase the importance of properly structuring independent contractor relationships. In this blog, our New Jersey business attorneys break down the rule.

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Navigating a Shareholders Agreement

In the world of closely held corporations, a Shareholders’ Agreement (or Stockholders’ Agreement) is a pivotal document that governs the relationship among the shareholders of the corporation. A shareholders’ agreement may not be proper for every corporation. However, it is highly recommended for small and medium-sized businesses. Understanding the key elements of this agreement is crucial for any shareholder or prospective investor in a corporation. This blog from our business lawyers provides a high-level overview of the common provisions found in a shareholders’ agreement.

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