Buy-Side Legal Due Diligence
Every acquisition carries legal risk that does not show up in the financials. We review the contracts, filings, compliance records, and corporate structure so you know what you are inheriting before you close.
What the Financials Won’t Tell You, We Will
We review every contract, filing, and compliance obligation to surface risks that affect your deal terms, your liability, and your ability to operate after closing. Our team has bought and sold businesses.
We know which issues kill deals, which ones give you leverage, and which ones just need a fix.
What We Review
Legal risk lives in the details, in contract clauses, filing gaps, and compliance obligations the seller may not even be aware of. Here is what we examine in every engagement:
Corporate Structure
Verifying proper formation, good standing, and clean ownership across all entities involved in the transaction.
Contracts & Agreements
Reviewing all material contracts for enforceability, assignment restrictions, and change-of-control provisions that could trigger issues at closing.
Intellectual Property
Confirming ownership and proper registration of trademarks, patents, trade secrets, and any licensed IP the business depends on.
Regulatory Compliance
Validating that all required permits, licenses, and industry-specific certifications are current and transferable to new ownership.
Litigation
Assessing exposure from pending, threatened, or recently settled lawsuits, and identifying patterns that signal ongoing risk.
Employment
Reviewing employee agreements, contractor classifications, benefits obligations, HR compliance, and key person retention risk.
Real Estate
Verifying property titles, lease terms, assignment rights, encumbrances, and any environmental or zoning issues tied to the business location.
Tax Compliance
Identifying outstanding tax obligations, filing gaps, nexus exposure, and audit history that could transfer liability to the buyer.
Data Privacy
Assessing data collection practices, storage policies, breach history, and compliance with applicable privacy regulations.
Our M&A Team
Every deal is led by attorneys and advisors who have bought, grown, and sold businesses themselves.
Dave Sterrett, Esq.
Founder, Lead Attorney
Dave Sterrett is an entrepreneur-turned-attorney with 20+ years of experience and $100M+ in closed M&A deals. He’s built and sold businesses himself, so he knows what’s at stake on both sides of the table.
Danielle Pezzimenti
Director of Due Diligence
With a background in securities, financial planning, and real estate, Danielle approaches due diligence with the eye of an advisor. She identifies risk and gives buyers the clarity to make confident decisions.
Testimonials
“Working with Sterrett Law during my business acquisition was an absolute game-changer. Dave and his team took care of every detail—from legal due diligence to all the paperwork—so I could stay focused on the big picture. They were super supportive, kept me in the loop at every stage, and were flexible enough to adapt to any last-minute changes. If you’re an entrepreneur looking to buy a business, I can’t recommend them enough. They truly understand the ins and outs of the process and make you feel confident every step of the way.”
Sofia Quintero
“I can’t say enough good things about Dave and his team. Dave was a trusted advisor and confidant in addition to an attorney. He has a knack for getting to the important matters, is conscientious of client needs, and comprehensive. His integrity and demeanor also make him very easy to work with.”
Zain Akbari
“Dave and his team made the buying process as smooth as possible for my first business purchase by going above and beyond what was expected and his rates were the best I found. Definitely give these guys a go for any business acquisitions.”
Phil Stringer
“Wish I could give 6 stars. Dave and his team were incredible partners in my acquisition and went above and beyond the scope of duty. Very experienced, very trustworthy, very responsive, very reasonably priced.”
Ilan Cohen
Get In Touch
Fill out the contact form with basic details of the business you would like to acquire. We will follow up in less than 24 hours if we can perform the due diligence review.
Other SMB Services
Buying or selling an SMB is one of the biggest decisions you will make. Legal Dealmakers provides M&A legal services for both buyers and sellers, combining deep transaction experience with firsthand knowledge of what it takes to run and exit a business.