Business Acquisition Attorney
Buying a business is one of the biggest financial decisions you'll make, and the legal work plays a big part of whether it goes the way you planned.
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Acquiring a business typically gives you a customer base, an operating system, a team, and a brand that someone else spent years building. What it also gives you, if the deal isn't structured carefully, is every liability, dispute, and loose end that came with it.
EntrePartner represents buyers at every stage of the acquisition process, from preparing a letter of intent through due diligence, negotiation, and closing. We've worked on deals across industries, including restaurants, franchises, service businesses, and multi-unit operators, so we understand what good deal terms look like and where sellers tend to leave exposure for buyers to absorb.
Our job is to make sure you know what you're buying before you buy it, that the purchase agreement reflects the deal you actually negotiated, and that the structure protects you after the transaction closes.
What Business Acquisition Legal Work Actually Covers
Letters of Intent and Term Sheets
The letter of intent sets the framework for everything that follows. Before you get to a purchase agreement, the LOI needs to accurately capture the price, the structure, what's included and excluded, and the key conditions of the deal. We prepare and negotiate LOIs to make sure the terms you shake hands on are the terms that make it into the final documents, and that you're not inadvertently locking yourself into a structure that doesn't work.
Deal Structure: Asset Purchase vs. Stock Purchase
How a deal is structured has significant tax and liability implications for both sides. In an asset purchase, the buyer acquires specific assets and generally leaves the seller's liabilities behind. In a stock purchase, the buyer steps into the seller's shoes entirely, including any liabilities, whether or not they were disclosed. We advise buyers on which structure makes sense given the business, the industry, and the specific risks involved, and we draft agreements that reflect that structure clearly.
Due Diligence
Before closing, you need a clear picture of what you're actually acquiring. We work with buyers to organize and review due diligence materials, identify red flags in contracts, leases, employment arrangements, litigation history, and regulatory compliance, and flag issues that affect price, structure, or whether the deal should proceed at all. Problems found in due diligence are negotiating points. Problems found after closing are your problem.
Purchase Agreement Drafting and Negotiation
The purchase agreement is the document that governs the transaction and protects you once it's done. We draft and negotiate purchase agreements that cover representations and warranties, indemnification provisions, post-closing adjustments, non-compete and non-solicitation restrictions, and transition arrangements. Every term in the agreement has consequences, and we make sure you understand them before you sign.
Franchise Acquisition Considerations
Buying a franchised business adds a layer of complexity that a general business attorney may overlook. The franchisor has approval rights over the transfer, the franchise agreement controls what you can and can't do with the business, and territory rights may affect the value of what you're buying. EntrePartner has specific experience in franchise transactions and knows how to evaluate a franchise opportunity as part of a larger acquisition.
Post-Closing Transition
The deal closing is not the end of the legal work. Employment transitions, vendor contract assignments, lease assignments, intellectual property transfers, and license applications all need to be handled correctly in the weeks following a transaction. We help buyers manage the post-closing checklist so nothing falls through the cracks when you're also trying to run the business you just bought.
What Most Buyers Don't Think About Until It's Too Late
The purchase price is what gets attention in any acquisition, but the representations, warranties, and indemnification provisions in the purchase agreement are what determine who absorbs the risk if something goes wrong after closing. A seller who makes inaccurate representations about revenue, litigation, or environmental conditions should be on the hook for the consequences. Without the right protections in your agreement, you may be absorbing losses that weren't yours to take.
Non-compete agreements also deserve close attention. If you're buying a business because of its reputation, its customer relationships, or its operational know-how, and the seller is free to open a competing operation down the street the day after closing, the value you paid for starts eroding immediately. We make sure non-compete and non-solicitation provisions are drafted to hold up, not just to check a box.
The same logic applies to working capital adjustments, earnout provisions, and escrow arrangements. These are areas where the gap between what buyers and sellers intend and what the documents actually say can be significant. We close that gap before the deal does.
Business Acquisition Services
How We Approach Every Deal
Get Clear on What You're Actually Buying
A purchase price is only meaningful once you understand what's behind it. Before anything else, we sit down with you to go through the business, the deal structure, and what you know so far. From there, we can tell you where the gaps are and what needs to happen before you can sign anything with confidence.
Pressure-Test the Letter of Intent
Most buyers treat the LOI as a formality. It isn't. The terms you agree to at the LOI stage shape everything that follows, including how the purchase agreement gets negotiated and what leverage you have if issues surface in due diligence. We review the LOI before you sign it, flag the terms that matter, and push back where the deal isn't structured in your favor.
Work Through Due Diligence With You
Due diligence is where deals either get derailed or get done right. We go through the materials alongside you, identify the contracts, liabilities, and operational issues that affect what the business is actually worth, and turn those findings into negotiating points before they become post-closing problems.
Negotiate, Document, and Close
Once due diligence is complete, we draft the purchase agreement and all supporting documents, negotiate the terms directly with the seller's counsel, and manage the path to closing so nothing gets missed in the final push.
Frequently Asked Questions
What does a business acquisition attorney do?
A business acquisition attorney advises buyers on deal structure, prepares letter of intent and purchase agreement, coordinates due diligence, and manages the legal aspects of the closing. Beyond the mechanics, a good acquisition attorney helps buyers understand the risks in a specific transaction, identifies key priorities, and finds creative solutions to potential deal-killers.
What is the difference between an asset purchase and a stock purchase?
In an asset purchase, the buyer selects which assets to acquire and generally does not inherit the seller's existing liabilities. In a stock purchase, the buyer acquires the seller's entity directly, which means inheriting everything that comes with it, including any liabilities that weren't fully disclosed. Asset purchases are more common in smaller transactions, and stock purchases are more common when the target company has contracts or licenses that can't easily be transferred. The right structure depends on the specific business and the tax situation of both parties.
How long does a typical business acquisition take to close?
Most transactions involving small to mid-size businesses take between 60 and 120 days from a signed letter of intent to closing, though the timeline varies significantly based on the complexity of due diligence, how quickly the parties reach agreement on the purchase agreement, and whether third-party consents or regulatory approvals are required. Franchise transfers can add time because they require franchisor approval.
What should I be looking for during due diligence?
Due diligence should cover financial statements and tax returns, customer and vendor contracts, leases, employment arrangements, litigation history, regulatory compliance, intellectual property ownership, and any known liabilities or contingencies. For franchise businesses, the franchise agreement and the relationship with the franchisor deserve specific attention. The goal is to verify that the business is what the seller says it is and to identify anything that should affect the price, structure, or your decision to proceed.
Do I need my own attorney if the seller already has one?
Yes, without question. The seller's attorney represents the seller's interests, and those interests are not the same as yours. The purchase agreement will be drafted to protect the seller, and without your own counsel reviewing and negotiating the terms, you may be accepting unnecessary risks that leave you exposed. Having your own attorney in the room is one of the more straightforward ways to protect the investment you're making.
Ready to Move Forward on an Acquisition?
Whether you're looking at your first business purchase or adding to an existing portfolio, the legal work you do before closing determines how the deal holds up after. Contact us today to talk through the transaction and what you need to get it done right.
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