Additional Mergers & Acquisitions Focus 

What is Due Diligence in An Asset Purchase Sale?

Due diligence is a comprehensive review and appraisal of a seller's business prior to a potential buyer closing a merger or acquisition.  The investing buyer will undertake this due diligence to ensure the seller is an appropriate acquisition target. Our corporate attorneys will review the target company’s assets and liabilities, structure, operations and key business relationships. This information allows a buyer to value and evaluate the strategic commercial potential of a business acquisition or merger.

Checklist For Mergers & Acquisitions Due Diligence

Any successful merger or acquisition starts with doing all necessary due diligence to evaluate the business to be acquired. Our corporate lawyers can assist you in performing the due diligence and comprehensive business review to help you complete any complex merger and acquisition transactions.  Some of the legal services we offer in merger and acquisition transactions include the following:

Review of Corporate Structure : Our Dallas corporate attorneys will carefully review the corporate structure, capitalization, organizational documents, and general corporate records of the company in order to ensure that everything is in order, including: (i) s tock option agreements; (ii) stockholder and voting agreements; (iii) stock appreciation rights plans and related grants; (iv) recapitalization or restructuring documents; (v) board, shareholder, and/or executive committee meetings and minutes; and (vi) all agreements related to the economics of the seller's business, such as accounts receivable and accounts payable.

Review Federal & State Sales Tax Issues:   Our corporate attorneys will carefully review the tax structure of the seller's business to ensure it complies with all federal and state taxing authorities. Documents our attorneys would review include the following: (i); federal, state, and local income and sales tax; (ii) tax returns and documents filed with the IRS or sales tax authorities; and (iii) corporate books showing the income, balance sheet, and underlying transactions for at least five-years period.

Contract & Licensing Review:   Our corporate attorneys will review the contracts and licenses of the seller's business to ensure they are transferable and, if not transferable, seek consent from the contract and license holders. Some the the contracts and licenses our attorneys will review include the following: (i) license agreements; (ii) supplier contracts; (iii) customer contracts; (iv) reseller & distribution agreements; (v) guarantees, loans, and credit agreements; (vi) equipment leases; (vii) franchise agreements; (viii) non-compete, most favored nation and exclusivity agreements; and (ix) employee and subcontractor agreements.

Identification Of Material Assets:   Our business attorneys will ascertain the assets of the seller's business, including: (i) inventory; (ii) plant & equipment; (iii) real estate; and (iv) technology and development.

Intellectual Property Due Diligence:   Our intellectual property lawyers will review the technology and intellectual property of the company to be purchased. Documents our intellectual property attorneys would review include the following: (i) patents; (ii) trademarks; (iii) copyrights; (iv) trade secrets; (v) domain names; and (vi) all IP litigation or other liens or encumbrances on intellectual property.

Litigation, Compliance & Regulatory Diligence :  Our corporate attorneys will review any litigation or compliance issues regarding any aspect of the business, the assets of the business, or the intellectual property of the business.  It is important to know if the asset or company purchase would include potential legal or other liabilities. 

Our Dallas merger & acquisition attorneys can assist you in the strategic management of your business ventures and due diligence efforts to ensure a successful merger and/or acquisition .