01
Before the first acquisition
Start with who owns the buyer, who can approve a transaction and how capital reaches the purchasing entity. Review the entity chart, governing documents and investor commitments against the target and financing plan.
From first structure to later acquisitions
Outside General Counsel for Acquisition Companies
Your next acquisition starts with decisions already made: who owns the buyer, what investors approved, which entity signed the contracts and what remains due after closing. Acquisition Stars provides ongoing counsel to keep that legal context connected as your company acquires and operates businesses.
Alex Lubyansky leads every engagement, reviews every document, and leads negotiation and closing, with an associate supporting the work. We serve clients nationwide from our Novi, Michigan office.
Tell us about your current entity structure, first or next target, and work expected between closings.
Legal work that continues beyond the purchase agreement
Outside general counsel is an ongoing legal relationship scoped to the company’s needs. For a holding company or repeat buyer, the work can begin before the first acquisition and continue through ownership decisions, operating contracts and later transactions. A fractional general counsel engagement can serve this role when part-time legal leadership fits the company’s needs.
This service is relevant when you are organizing a buyer for an identified target, managing obligations from a recent closing, or preparing another acquisition alongside existing operations. If the immediate issue is where the buyer, investors and subsidiaries sit, start with acquisition company and deal structuring.
02
Through the first closing
Carry those decisions into diligence, the purchase agreement, required approvals and closing documents. Identify which entity signs each agreement and which commitments continue after the transaction.
03
Between acquisitions
Keep ownership and governance records current. Address commercial contracts, shared-services arrangements and unresolved closing obligations within the engagement scope, with an identified person responsible for each business action.
04
At the next acquisition
Revisit earlier investor rights, financing restrictions and operating arrangements before committing to another target. Use the existing records to identify what carries forward and what needs to change.
Our guide to the first acquisition and the next closing explains why the initial structure and closing record matter to later deals.
What the handoff from closing to operations can look like
Consider a hypothetical holding company that has acquired one operating business and is reviewing a second target. Its managers need to distinguish the next deal’s legal work from obligations already in place.
Illustrative work plan, not a client example. Documents, responsibilities and scope depend on the actual entities and transaction.
| Working document | Decision to resolve | Counsel’s work | Business owner’s handoff |
|---|---|---|---|
| Entity chart and ownership record | Which entity buys the next target, and who participates in its economics? | Review the proposed buyer and ownership terms against existing governing documents. | Management confirms the entity list, ownership changes and intended participants. |
| Operating agreement and approval record | Who must approve new capital, debt or another acquisition? | Identify applicable approval provisions and prepare the agreed consent documents. | The designated manager coordinates decisions and returns executed approvals. |
| Purchase agreement obligations list | What remains open after closing, and when is action due? | Identify contractual deliverables, notice requirements and items needing legal review. | Finance and operations maintain the calendar and provide supporting records. |
| Intercompany services agreement | Which entity supplies personnel or services to another subsidiary? | Document the agreed service scope, responsibilities and commercial terms; coordinate tax questions with the tax adviser. | Operations defines the actual services; finance and the tax adviser review allocations. |
| Next-target diligence request list | Which existing arrangements affect the next transaction? | Flag relevant financing, investor, contract and consent issues for the new deal workstream. | The acquisition lead supplies the target materials, timetable and proposed structure. |
The holding-company operating agreement guide covers questions to resolve about authority, additional capital and participation in future acquisitions.
For shared services and post-closing responsibilities, use the multi-entity integration and governance guide to organize the next discussion with counsel and your operating team.
Define the work before the next deadline
We begin by reviewing the company’s structure, transaction stage and outstanding obligations. The engagement should identify ongoing matters, transaction-specific work, decision-makers and issues requiring another adviser. A new target or a change in ownership can require a fresh scope discussion.
Entity and ownership records
Review entity structure, governing documents, ownership records and authority for the planned acquisition.
First and later acquisitions
Connect transaction diligence and purchase documents with existing investor rights, financing restrictions and approval requirements.
Contracts between closings
Review commercial and intercompany agreements within the agreed scope of ongoing counsel.
Post-closing obligations
Organize outstanding consents, governance actions and contractual deadlines with designated business owners.
Share the current entity chart or a plain-language description, the first or next target’s stage, any signing or closing deadline, and the contracts or governance work you expect between transactions. You do not need a completed acquisition to request an assessment.
Questions about ongoing acquisition counsel
What does outside general counsel do for an acquisition company?
Outside general counsel provides ongoing legal support across the company’s agreed needs. For an acquisition company, that can connect entity governance, investor decisions, commercial contracts and post-closing obligations with the first acquisition and later targets. The engagement defines which matters are included and who owns business decisions.
Can we engage counsel before we have closed our first acquisition?
Yes. The starting point can be an identified target and a proposed ownership or financing structure. Share any existing entity documents, the target’s transaction stage and your plans for later acquisitions so we can assess the work needed before signing or closing.
Is outside general counsel the same as fractional general counsel?
The terms often overlap. Fractional general counsel usually describes an ongoing, part-time legal leadership role. Outside general counsel describes counsel engaged outside the company. The useful distinction is the agreed scope: what counsel handles, how decisions are escalated and how acquisition work relates to ongoing matters.
Does an ongoing engagement include every future acquisition?
The engagement scope must address that expressly. Each target can introduce different diligence, financing, regulatory and closing requirements. We review the next transaction and agree on its scope rather than treating every future deal as already included.
Who works on the engagement, and how are specialist questions handled?
Alex Lubyansky leads every engagement, reviews every document, and leads negotiation and closing, with an associate supporting the work. When a matter calls for tax, employment, regulatory or other specialist advice beyond the engagement scope, we identify the need and coordinate with the appropriate adviser.
Tell us what comes before and after your next closing
Describe your current entity structure, your first or next acquisition target, and the work you expect between closings. We will assess whether an ongoing counsel engagement fits the work.
Alex leads the engagement with associate support. Tax and other specialist questions are coordinated with the appropriate adviser when they fall outside the agreed scope.
Prefer to discuss the scope by phone? Call (248) 266-2790.
Request Engagement Assessment
Share your structure, next transaction and ongoing legal needs.
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