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Mergers & Acquisitions

Mergers Acquisitions
Sell-Side Due Diligence
The Sale Process
Corporate Acquisition Process
Considerations Before a Sale
Tax Law

DUE DILIGENCE: LEGAL ISSUES AND CHECKLIST

At Vanguard Legal PLLC, our attorneys bring extensive experience to the mergers and acquisitions (M&A) due diligence process — representing both buyers conducting due diligence investigations and sellers responding to buyer inquiries. Whether you are acquiring a business or preparing for a sale, careful legal due diligence is critical to identifying risks, verifying value, and protecting your interests.

Why Due Diligence Matters in an M&A Transaction

The due diligence process is the foundation of a successful transaction. It allows buyers to:

  • Verify that the target company’s financial, legal, and operational representations are accurate.

  • Identify potential liabilities or contractual restrictions that could impact the deal.

  • Negotiate purchase price adjustments, indemnities, or closing conditions based on findings.

For sellers, responding effectively to due diligence requests can:

  • Build buyer confidence and streamline the transaction timeline.

  • Reduce post-closing disputes by ensuring transparency and completeness.

  • Demonstrate strong governance and organizational readiness for sale.

A well-managed due diligence process can be the difference between a smooth closing and a costly delay or dispute.

 

Our Due Diligence Services

Vanguard Legal advises clients through every stage of the due diligence process, including:

  • Preparing and managing virtual data rooms.

  • Coordinating with financial, tax, and technical advisers.

  • Reviewing contracts, leases, and regulatory filings.

  • Identifying legal risks and deal-breaking issues early.

  • Assisting sellers in preparing due diligence disclosure schedules.

Our lawyers have represented clients across a range of industries — including energy, manufacturing, technology, and healthcare — and understand how to tailor diligence reviews to the scope and complexity of each transaction.

 

Sample M&A Due Diligence Checklist

While every transaction is unique, a standard due diligence review often includes:

1. Corporate Records

  • Charter documents, bylaws, and amendments

  • Shareholder and board meeting minutes

  • Ownership structure and capitalization table

2. Financial Information

  • Audited and unaudited financial statements

  • Tax returns and correspondence with tax authorities

  • Budgets, forecasts, and outstanding debt obligations

3. Contracts and Obligations

  • Major customer and supplier contracts

  • Joint venture or partnership agreements

  • Loan documents, guarantees, and indemnities

4. Employment and Benefits

  • Employee and consultant agreements

  • Compensation, incentive, and benefit plans

  • Compliance with labor and employment laws

5. Intellectual Property

  • Trademark, patent, and copyright registrations

  • Software licenses and technology agreements

  • Confidentiality and non-compete agreements

6. Real Estate and Leases

  • Property ownership and lease documents

  • Environmental reports or permits

  • Easements, liens, or encumbrances

7. Litigation and Compliance

  • Pending or threatened litigation

  • Regulatory filings and compliance programs

  • Insurance coverage and claims history

8. Industry-Specific and Regulatory Matters

  • Licenses, permits, or approvals

  • Industry-specific compliance requirements

  • Government contracts or restrictions

EXPERIENCED M&A COUNSEL IN HOUSTON AND DALLAS

Whether you are buying or selling a business, the due diligence process requires experienced, detail-oriented legal counsel. At Vanguard Legal PLLC, we help clients navigate complex transactions efficiently while protecting their strategic and financial goals.

Contact us today to discuss how our M&A attorneys can support your next transaction.