Buying or selling a business can be one of the most substantial financial transactions you undertake, and working with experienced mergers and acquisitions lawyers helps ensure that every detail is handled correctly. From deal structuring to regulatory requirements, an attorney protects your interests, helps to identify and mitigate preventable risks, and keeps the transaction moving efficiently toward a closing.
In this blog, we explain how a mergers and acquisitions counsel supports you through every phase, from creating the initial documents to closing the deal, and beyond.
Structuring the Deal and Initial Documents
Every acquisition begins with choosing the right deal structure. Your attorney will advise whether an asset or stock purchase best supports your goals, considering issues such as liability exposure, tax implications, and operational control.
Confidentiality is essential early in the process. A skilled nondisclosure (NDA) lawyer will ensure sensitive commercial information remains protected before detailed financials or strategic data are shared. Once both sides are ready to move forward, your attorney will help prepare and negotiate the Letter of Intent (LOI), clarifying key commercial terms and setting a roadmap for the deal.
Conducting Thorough Legal Due Diligence
Due diligence is the step where assumptions are tested and the full operational picture of the business comes into focus. A due diligence law firm will examine contracts, financial obligations, intellectual property, compliance history, and potential liabilities to confirm that the deal terms align with reality.
As part of this process, a document review lawyer analyzes filings, agreements, and corporate records to identify risks that may affect value or complicate the transaction, such as change-of-control clauses, unresolved disputes, or regulatory deficiencies.
This analysis commonly includes:
- Assignment or termination provisions in contracts
- Compliance with licensing or regulatory frameworks
- IP ownership and registration status
- Litigation exposure, past or pending
- Agreements that could affect valuation
Identifying issues early allows them to be addressed before closing.
Negotiating the Definitive Agreement
Once diligence is complete, your lawyer drafts and negotiates the definitive purchase agreement, which becomes the binding contract between buyer and seller. This includes key protections such as representations, warranties, covenants, and indemnification provisions that define risk and obligations on both sides.
Your attorney also ensures schedules and exhibits are complete and accurate. These documents outline assets, contracts, employees, and disclosures, and accuracy is essential to prevent misunderstandings or disputes later.
Closing the Transaction and Post-Closing Support
Closing an acquisition requires coordinating signatures, regulatory filings, third-party consents, and financial transfers. An experienced business acquisition attorney manages this process so that each element is completed correctly and on time.
Many transactions also involve post-closing matters, such as compliance updates, integration considerations, or escrow arrangements. Legal support can help ensure the transition is smooth and obligations are fulfilled.
Contact the Mergers & Acquisitions Lawyers at Lewis Gianola PLLC
At Lewis Gianola PLLC, we have deep experience guiding clients through each step of mergers and acquisitions, from the first nondisclosure agreement to post-closing matters. If you need dependable legal support, call us at (304) 345-2000 in Charleston or (304) 291-6300 in Morgantown, WV, or fill out our online contact form to schedule a consultation.