Buyer-side acquisition counsel
Asset and Business Purchase Agreement Lawyer
Have an agreement to review, or a deal that needs its first draft? Get counsel for the purchase terms, the issues uncovered in diligence and the documents needed to close.
Alex Lubyansky leads every engagement, with an associate supporting the work. We advise business buyers nationwide, including first-time buyers and operators making additional acquisitions.
Tell us the target, current deal stage and next deadline.
Start with the document and the decision in front of you
A buyer may arrive with a broker's offer form, an LOI, a seller's draft asset purchase agreement, or agreed commercial terms that still need to be documented. Those situations call for different work. We start by identifying what has been signed, what remains negotiable and what must be resolved before the next commitment.
Review an existing draft
Understand the proposed allocation of risk, identify missing information and prepare negotiation priorities. Include the earlier offer or LOI so the review reflects the deal's actual history.
Prepare the first agreement
Translate the transaction structure and commercial terms into a draft, with supporting schedules and a list of open diligence questions. An asset purchase and an equity purchase need different documents.
Negotiate and close
Work through counterparty comments, track closing conditions and coordinate the agreement with financing, consents and the transfer documents. Representation through closing is scoped expressly.
Connect the agreement to the business you are acquiring
A clause-by-clause review needs to connect to the underlying records. These four questions organize the work and make unresolved issues easier to discuss.
- What you are buying
- Asset schedules, excluded assets, inventory, intellectual property, customer contracts and the identity of the seller that owns them.
- What you will owe
- Assumed and excluded liabilities, purchase-price adjustments, seller notes, holdbacks and post-closing payment obligations.
- What must happen before closing
- Diligence and financing conditions, third-party consents, lease arrangements, approvals and the documents needed to deliver the business.
- What happens if a problem surfaces
- Representations, disclosure schedules, indemnification, negotiated limits and the procedure for raising a claim or resolving an adjustment.
For the broader document set, see our asset purchase agreement guide and LOI versus purchase agreement comparison. The SBA's business-buying guidance also identifies legal and accounting review of the LOI, contracts, leases, sales agreement and price adjustments as part of preparing for a purchase.
Keep financing, transfer and closing work connected
The agreement is one part of the transaction. An SBA-financed buyer may need lender coordination; a seller-financed deal may also require note and security documents; a franchise resale may involve both franchisor and landlord processes. Identify those workstreams while the purchase terms are being negotiated.
Buying again after this closing?
A repeat acquisition program benefits from consistent records and a clear decision process. A prior agreement is a useful starting point, but the next target's ownership, contracts and liabilities need a fresh review. Alex's perspective on standard purchase agreements for repeat acquisitions explains what to retain and what to reopen.
What to tell us for an engagement assessment
- The target business, your role and whether you are buying assets or ownership interests.
- Whether an offer, LOI or purchase agreement has been signed, and who prepared the current draft.
- The proposed funding, including lender involvement, investor equity or seller financing.
- The next requested signature or closing date, and any known issues that may affect it.
- Whether you need a focused review, representation through closing, or counsel for an acquisition program.
You do not need every answer before reaching out. Start with the facts you know. After an initial discussion, we can identify which documents to provide and whether the matter fits the firm's scope and availability. Work begins only after an engagement is agreed.
Questions about purchase-agreement counsel
What does an asset purchase agreement lawyer do for a buyer?
Counsel helps define the assets and obligations included in the deal, drafts or reviews the purchase agreement, negotiates its terms and coordinates the legal documents needed for closing. The scope depends on the transaction and the work already completed. A focused review and representation through closing are different engagements, so the scope should be agreed before work begins.
Can you review a purchase agreement prepared by the seller or a business broker?
Yes. Share the current draft, any signed offer or letter of intent, the proposed financing and the next deadline when discussing the scope of work. Review starts with what you have already agreed and what remains open, including the assets, assumed obligations, deposits, contingencies and closing conditions.
Do I need a draft agreement before requesting an assessment?
No. If the parties have agreed on a transaction but no one has prepared the agreement, explain the proposed structure, the target business and the timing. We can discuss drafting and negotiation. If a draft already exists, tell us who prepared it and whether anyone has signed it.
Is a letter of intent the same as a purchase agreement?
They usually serve different purposes. An LOI records proposed terms and may contain binding provisions, while a definitive purchase agreement documents the transaction in much greater detail. A document title alone does not determine its legal effect. Counsel should review the actual language and any earlier signed documents rather than assume every deal follows the same sequence.
Can the engagement continue through closing and later acquisitions?
Yes, where the matter is accepted and that work is included in the agreed scope. For repeat acquirers, counsel can discuss consistent document organization and a process for tracking open issues across closings. Each target still needs its own review of ownership, contracts, liabilities and required approvals.
Who will work on my transaction?
Alex Lubyansky leads every engagement, reviews every document, and leads negotiation and closing, with an associate supporting the work. The engagement assessment is an opportunity to discuss the transaction, timing and scope before representation begins.
Request Engagement Assessment
Tell us about the business, the document you need help with and your next deadline.
Submission Received
Your transaction details are under review. If there is alignment, we will be in touch.
Meanwhile, feel free to call us directly at (248) 266-2790