Who checks what · Before you buy
What does an attorney check when you buy a business?
Published · Reviewed by The Diligence Standard Team · Updated
Transaction counsel may review structure, contracts, liabilities, consents, employment matters and the purchase agreement. Attorneys rely on facts and schedules supplied during the process; they are not usually engaged to reconstruct earnings or validate operating forecasts.
A realistic transaction story
Rachel’s attorney identified that a major customer contract required consent. Rachel had assumed the attorney would also decide whether the customer was likely to stay. The legal right to transfer and the commercial probability of retention were separate questions.
What the evidence changed
The contract review found the consent requirement, while customer diligence still needed direct evidence and a transition plan.
What to check
- Write down the exact claim and who supplied it.
- Ask what was independently tested, by whom and under what scope.
- Separate legal enforceability from the commercial and financial assumptions that depend on it.
- Translate any unresolved gap into cash, price, terms, timing or a decision not to proceed.