Our Mergers and Acquisitions Legal Service: What It Covers
Buying a business carries a different risk than forming one from scratch: the hidden debts, open lawsuits, or problem contracts of the entity you acquire become your responsibility the day after closing. Yellow Law Group manages the acquisition from the first letter of intent to closing with a single attorney team, protecting your investment against these unseen risks.
Our service covers: legal due diligence on the target company, structuring the deal as a stock purchase or an asset purchase, drafting and negotiating the letter of intent and the purchase agreement, and closing plus post-closing compliance. We handle the technical side; you focus on the future of the business.
If you want to study the steps of the acquisition process, the difference between stock and asset purchases, and the logic of valuation yourself, our guide to buying a business in the USA covers it end to end. This page focuses on running that process under legal management for you.
Due Diligence: Surfacing Hidden Risks Before You Buy
The most critical stage of an acquisition is knowing exactly what you are buying before you pay. Legal due diligence systematically reviews the target's debts, ongoing lawsuits, tax obligations, employee contracts, lease and supply agreements, and licensing status.
Skipping this review can put the entire investment at risk through a tax liability or lawsuit that surfaces after closing. Our attorney team turns the findings into a risk map; that map directly shapes both the buy decision and the price negotiation. When a hidden liability appears, the options are clear: lower the price, secure an indemnity from the seller, or walk away from the deal. For the general framework, the SBA guide to buying an existing business is a practical starting point.
Deal Structure: Stock Purchase or Asset Purchase?
You can buy the same business through two different legal routes, and the choice determines your tax burden, the liabilities you inherit, and your post-closing risk. In a stock purchase, you acquire the company with its entire history, debts included; in an asset purchase, you take only the assets you choose and leave most past liabilities behind.
We determine which structure fits you based on the target's situation and your goals, and we build the deal accordingly. This choice also differs on tax; an asset purchase brings the IRS Form 8594 asset acquisition statement into play. On this page we focus on structuring the right deal on your behalf.
Negotiation, Contract, and Closing Management
An acquisition is a chain of legal documents built in the right order with the right protections. We manage that chain end to end.
- Letter of Intent (LOI): The first document clarifying the deal's outline and which terms are binding is prepared.
- Purchase agreement: The stock or asset purchase agreement is drafted and negotiated with representations and warranties, indemnification clauses, and closing conditions.
- Non-compete: A clause is structured to prevent the seller from reopening the same business after closing and taking back your customers.
- Earn-out and escrow: Tying part of the payment to performance or to an escrow account is set up to protect both buyer and seller.
On closing day, we coordinate the simultaneous and complete execution of all documents, payments, and transfers.
Acquiring a Business for E-2 and L-1
For Turkish entrepreneurs, acquisition has a special dimension: buying an active business can be a faster and less risky path for the E-2 investor visa than starting from scratch, because the business's track record of revenue and employment strengthens the file. But if the purchase structure is not built at the same table as the immigration file, a visa denial puts both status and investment at risk.
So we run the acquisition and visa process with one team. From showing the purchase price as "at-risk" to the visa condition in the transfer agreement, every detail is built to comply with immigration rules. For entrepreneurs targeting status through investment, our E-2 investor visa service and, for executive transfer, our L-1 transfer service run integrated with the acquisition. We cover which business fits E-2 and the marginality risk in our E-2 business selection guide. If you are weighing forming from scratch instead of buying, our US company formation service manages the alternative route.
Why Yellow Law Group?
Yellow Law Group serves Turkish entrepreneurs from its headquarters in Plano (Texas), with offices in Chicago (Illinois), Irvine (California), Alpharetta (Georgia), and Fairfield (New Jersey). Our attorney team concentrates over 10 years of collective experience at the intersection of business law and immigration; running the acquisition and visa process under one roof spares the founder from shuttling between separate advisors.
In the acquisition files we manage, the most common mistake is a contract signed without due diligence that later returns with a hidden debt. So we start the process with a risk map. You can review our attorney profiles on our team page and schedule an initial consultation about your acquisition through our contact page.
