From letter of intent to close.

Most acquisitions follow the same arc of a letter of intent, a diligence period, a purchase agreement, and a close. The purchase agreement carries the substance. Its representations, warranties, indemnities, and the definition of what is being acquired allocate risk between the parties. A stock transaction and an asset transaction can read similarly while differing in liability and in tax, and that choice is one of the first to address.

Diligence is where issues surface. On the buy side, the work is to identify what may affect price, terms, or risk in time to address it, including matters such as unreconciled cap tables, change-of-control provisions in key contracts, and intellectual property the business relies on but may not clearly own. On the sell side, the work is to organize a complete and accurate record so diligence proceeds efficiently.

Where the target is a regulated business, diligence carries a second layer. Licenses and registrations have to be inventoried and tested against the states the business actually serves, change-of-control approvals and license-transfer filings have to be sequenced against the closing date, and AML and consumer-compliance findings often surface obligations that survive the deal. Where the value sits in technology, model ownership, training-data rights, and cybersecurity posture belong in the same review.

From there the work is specific. It means negotiating the representations, warranties, and indemnities, preparing the disclosure schedules that qualify them, and assembling the closing set. Transaction structure and tax are coordinated together, so the deal is documented and tax-structured as one transaction rather than two that meet at the closing table.