1. What Should a Business Resolve before Signing an Acquisition Agreement?
Unpaid debts or transfer restrictions can change a deal’s value. An M&A attorney can identify risks the parties should address before signing.
Find the Records Behind the Price
Review ownership and transfer restrictions.
- Ownership records, debt schedules, and financial statements.
- Customer and supplier contracts, including assignment restrictions.
- Licenses, pending claims, and material employment obligations.
Turn Legal Findings into Deal Decisions
A discovered liability may change the price or closing terms. The firm's mergers and acquisitions legal services address transaction planning and risk allocation.
- Seek a required consent before closing.
- Revisit price or payment terms when liabilities affect value.
- Allocate unresolved risks through specific contract terms.
2. How Does Deal Structure Change the Buyer'S Exposure?
A stock purchase transfers equity in a company that generally retains existing liabilities. An asset purchase transfers specified assets, but legal exceptions can create successor liability.
Compare Stock and Asset Purchases
Compare what transfers and what may remain.
| Issue | Stock Purchase | Asset Purchase |
|---|---|---|
| What changes hands | Equity interests | Specified assets |
| Existing obligations | Generally remain with the company | Assumed duties and potential legal exceptions |
| Third-party consent | Check change-of-control clauses | Check assignment restrictions |
Test the Limits of Liability Exclusions
New York recognizes exceptions for assumed liabilities, de facto mergers, continuation, and fraud. See Schumacher v. Richards Shear Co., 59 N.Y.2d 239 (1983).
- Identify obligations the buyer expressly assumes.
- Examine continuity of ownership and business operations.
- Assess tax, employment, and other statutory exposure separately.
3. Which Purchase Agreement Terms Deserve Closer Review?
Purchase terms should address identified risks. Representations, closing conditions, price adjustments, and indemnities serve different purposes.
The firm’s contract drafting and review services address these obligations.
Statements and Conditions before Closing
Representations state contractual facts; schedules identify exceptions; conditions govern closing.
- Match statements about debt and litigation to actual records.
- Read disclosure schedules alongside each representation.
- List approvals, consents, and deliverables needed at closing.
Price Changes and Post-Closing Claims
Adjustments change the price by formula; indemnification allocates certain losses.
- Define working-capital or debt calculations and review rights.
- Check survival periods, caps, and claim-notice requirements.
- Specify how disputed calculations or claims will be resolved.
4. Which New York and Federal Requirements May Delay Closing?
New York operations do not necessarily mean New York law governs corporate approvals. Formation, entity type, and deal structure matter. Federal review is separate.
Corporate Votes and State Filings
For covered New York corporations, BCL §§ 903–904 govern merger votes and certificates. Section 909 addresses major asset dispositions outside ordinary business.
- Confirm the entity's formation state and governing documents.
- Determine whether board or shareholder approval is required.
- Identify any merger certificate for filing with the Department of State.
Federal Antitrust and Industry Review
The federal Hart-Scott-Rodino Act may require FTC and DOJ filings before closing. Current thresholds, exemptions, and waiting periods matter.
- Test HSR reportability using current federal guidance.
- Allow for applicable waiting periods and agency review.
- Identify licensing or sector-specific approval requirements.
5. How Should Businesses Handle Problems after Closing?
Price or warranty disputes after closing may trigger notice and review procedures. Missing contractual deadlines can affect a claim.
Earn-Outs and Adjustment Disputes
Check the agreed formula and underlying records.
- Compare closing statements against the agreed formula.
- Check earn-out measures and operating commitments.
- Follow any contractual objection or accountant-review process.
Indemnification and Forum Selection
Check the agreement’s forum and dispute-resolution terms.
- Check notice requirements and contractual time limits.
- Review exceptions, recovery limits, and available remedies.
- Confirm governing law and dispute-resolution provisions.
6. What Should You Ask an M&a Attorney before Hiring?
Bring the deal structure and unresolved questions. Identify where tax or financial input is needed and agree on the attorney’s role.
Prepare a Focused Document Set
Bring key transaction records. A corporate due diligence review may reveal further issues.
- Letter of intent, draft agreement, and ownership records.
- Debt schedules, financial records, and key contracts.
- Licenses, litigation notices, and known compliance concerns.
Define Services and Billing Terms
Clarify responsibilities for drafting, negotiation, and closing.
- Identify tasks covered by the proposed engagement.
- Clarify tax, accounting, and regulatory adviser roles.
- Compare hourly, fixed-task, and blended fee arrangements.
7. Frequently Asked Questions
How much do M&A lawyers charge for a business purchase?
Fees vary by scope and complexity. Request written rates or task prices and expense terms.
Can an acquisition proceed without a letter of intent?
Yes. An LOI is optional, although confidentiality or exclusivity may require separate terms.
Can the buyer use the seller's attorney?
Conflicts may restrict joint representation. Confirm whom the attorney represents before sharing confidential information.
8. Discuss Your Proposed Acquisition with Sjkp
SJKP’s attorneys assist with acquisition agreements, legal reviews, and disputes. Contact the firm to discuss your deal, unresolved obligations, and proposed scope of work.
23 Feb, 2026
