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Legal Due Diligence | Buying and Selling Business

Legal due diligence is all about looking for risks in a data system of the company. It is an investigation into a business by reviewing documentation and interviewing employees. Seeking a sound, thorough counsel can protect your business in the event that the worst-case scenario takes place.

Due diligence deals with company debts, potential lawsuits, leases, long term lease or other agreements, distribution agreements, contracts, etc.

Main objective of legal due diligence is to avoid costly mistakes.

Due diligence differs both by client and file and, finding out from the client whether we are looking for something particular or reviewing everything is one of the first steps.

Buying a business, selling a business, acquisitions, mergers are complex transactions. Therefore, before taking any action, a company must consider its long-term goals. Once a deal is achieved, due diligence should carefully scrutinize the business’s transactions. If due diligence processed effectively, the potential risks, thus, are mitigated, your organization’s interests are protected and your venture has much higher chances to succeed.

Our lawyers and consultants can assist you with document drafting, structuring a deal, legal and financial due diligence services, negotiations with the buyer or seller, purchase and sale agreements, drafting non-disclosure agreements.

 

Questions to be answered during due diligence to assess the risks:

 

  • Is it a worthwhile investment?

  • Is this merger, acquisition or purchase beneficial?

  • Are there any potential, hidden liabilities?

  • Are there any debts or potential lawsuits?

  • Any long-term agreements?

  • Intellectual property questions

  • Any other important facts about the business

 

Before buying the business one must understand the current status of the business offered for sale, its reputation and the market position, which helps to value a company.

A legal due diligence research consists of preparation, investigation, and delivery.

Documents to be examined during due diligence:

 

organizational documents, customer contracts, supplier contracts, licensing, financial documents, such as loan agreements, employment agreements, etc.

 

The cost of due diligence investigation is proportionate to the amount of research required to make an informed decision.

If significant problems are found, we can request that the seller to provide representations and warranties in the agreement or indemnify the buyer in the event of a future lawsuit.  The purchase price may also be negotiated and reduced to compensate the buyer for taking risk.

 

Due Diligence Checklist includes:

  • Corporate structure documents;

  • Financial documents, including pricing and salaries;

  • Contracts & legal documents;

  • Intellectual property rights, including domain names, trade secrets, other intellectual properties;

  • Compliance documents, such as permits and licenses

  • Other documents, depending on the industry

 

We are assisting corporate clients of all sizes and provide client-focused legal services.

Contact our offices for more information.

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