Mergers & Acquisitions Attorney in Tampa

We review articles of incorporation or organization, operating agreements or bylaws, board and member resolutions, ownership records, capitalization tables, and any prior stock or membership interest transfer history. This verifies that the seller has the legal authority to sell and that ownership is clean and free of competing claims.

We review 3-5 years of audited or reviewed financial statements, federal and state tax returns, and bank statements. The goal is to verify revenue, identify any adjustments to normalize earnings, confirm tax compliance, and flag any material liabilities that do not appear on the balance sheet.

Every significant contract is reviewed: customer agreements, vendor and supplier contracts, leases, licensing agreements, loan documents, and partnership arrangements. We look for assignment restrictions (contracts that cannot be transferred without consent), change-of-control clauses, and any unusual termination rights that could unravel post-closing.

We review employment agreements, offer letters, compensation and bonus structures, non-compete and non-solicit obligations, benefit plans, and any pending employment claims. Key employees are often the most valuable asset in the deal - their status, agreements, and post-closing continuity are critical.

We verify ownership and registration status of all trademarks, patents, copyrights, and trade secrets. We also review IP assignment agreements to confirm that IP created by employees and contractors was properly assigned to the company - not retained by the individual who created it.

We review all real property leases, purchase agreements, and title records. For leased premises, we confirm landlord consent rights and whether the lease contains a change-of-control clause that could allow the landlord to terminate on a sale.

We review all pending and threatened litigation, arbitration, regulatory proceedings, and unresolved disputes. Any claim that survives closing may become the buyer's problem. Significant litigation risk is a deal-pricing issue and is reflected in indemnification provisions and escrow holdbacks.

For businesses with real property or operations that could involve hazardous materials, we review environmental compliance history, permits, and any known contamination issues. Environmental liability follows the land - buyers in asset purchases need to understand exactly what they are acquiring.

We review all current insurance policies: general liability, professional liability, workers compensation, property, and any specialty coverage. This identifies gaps in coverage and confirms that claims-made policies are handled correctly at closing to preserve coverage for pre-closing events.

Many Florida businesses operate under state or local licenses that are not automatically transferable. We identify all required licenses, confirm their current status, and determine what consents or new applications are required to continue operating after closing.

We analyze whether revenue is concentrated among a small number of customers or whether operations depend on a limited number of suppliers. High concentration is a risk - the loss of one key customer or vendor post-closing can materially impair the business. This factors directly into deal structure and purchase price.