Legal Due Diligence Support

What is legal due diligence? Legal due diligence is the review of a business's contracts, entity records, licenses, leases, employment matters and liabilities before you buy it. The Exit School gives buyers a legal diligence checklist, helps them gather the documents, and introduces them to an experienced deal attorney who reviews them and drafts closing documents.

Who it's for

  • Buyers moving toward closing who need to know what legal risks come with the business and want an attorney who understands small business acquisitions.

What's included

  • A legal due diligence checklist covering entity and ownership records, customer and vendor contracts, leases, licenses and permits, employment matters, intellectual property, and pending or past litigation
  • Guidance on requesting documents from the seller
  • Introduction to, a deal attorney experienced in small business acquisitions
  • Follow-up with the attorney to keep the deal moving to close
  • Help preparing closing schedules and disclosure lists

How it works

  1. Work through the legal items on your due diligence checklist.
  2. Gather documents from the seller into your closing folder.
  3. Meet the deal attorney and review findings.
  4. Prepare closing schedules, with negotiation support if needed.
  5. The attorney finalizes the purchase agreement and closing documents.

Important to know

  • The Exit School is not a law firm and does not provide legal advice.

Frequently asked questions

Do I need a lawyer to buy a small business?

Yes. A deal attorney protects you in the purchase agreement and catches liabilities you might miss. We coordinate the process; the attorney provides legal advice.

What legal documents should I review before buying a business?

At minimum: formation documents, major contracts, the lease, licenses and permits, employee agreements, and any litigation history.

What is the difference between an asset purchase and a stock purchase?

In an asset purchase you buy selected assets and generally leave most past liabilities behind. In a stock purchase you buy the entity itself, including its history. Your attorney will advise which fits your deal.

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