Know what you are buying

Many of the buyers I work with are not corporate development teams. They are operators, entrepreneurs, family businesses, and searchers trying to make one good acquisition. That shapes the legal work. The goal is not a 200-page memo. It is to find the risks that actually affect price, operations, financing, and closing.

The purchase agreement is only as good as the diligence behind it. Legal due diligence is where you find the issues that affect price, terms, and whether the deal should close at all: unassignable contracts, undisclosed liabilities, employment and non-compete exposure, and gaps in corporate records. I help buyers run a focused diligence process and translate what it turns up into protections in the agreement. The guide chapter on legal due diligence explains what to look for.

Structure the deal to protect you

As a buyer, structure is your first line of defense. An asset purchase can limit the liabilities you inherit and may offer tax advantages through a stepped-up basis. An equity purchase is simpler in some respects but carries the target's history with it. The right choice depends on the business, the tax posture of both sides, and what you are willing to negotiate. I walk through the tradeoffs in asset versus equity acquisitions.

Financing the acquisition

How you fund the purchase shapes the deal. SBA 7(a) loans are common for small business acquisitions and come with their own requirements that affect structure, timing, and the documents. Seller financing, earnouts, and equity rollovers can bridge a gap on price or keep the seller invested in a smooth transition. I help buyers align the financing with the deal terms so the two do not work against each other. See the chapter on funding the deal.

What I handle for buyers

• Reviewing and negotiating the letter of intent
• Legal due diligence and risk assessment
• Drafting and negotiating the purchase agreement and ancillary documents
• Coordinating with SBA lenders and aligning loan requirements with deal terms
• Negotiating reps, warranties, indemnification, and any escrow or holdback
• Closing and post-closing integration matters

First-time buyers welcome

Many of my buy-side clients are acquiring a business for the first time, often through an SBA-financed search. I explain the process in plain terms and flag the issues that first-time buyers most often miss. If you want the full picture before you start, the Small Business M&A Guide walks through every stage. If you are also weighing a sale, see selling your business in Pennsylvania.

If you are evaluating an acquisition, the best time to talk is before you sign the letter of intent. I am glad to walk through it with you.

This page is for general information and is not legal or tax advice. Every transaction is different; consult your legal and tax advisors about your situation.