Due Diligence

We conduct legal due diligence for Florida buyers and sellers, reviewing corporate records, contracts, employment matters, intellectual property, permits, real property, and litigation exposure, then translating what we find into deal terms. Diligence is not a document collection exercise. The value is in identifying which findings change the price, which belong in an indemnity, and which are simply noise.

We report findings in terms of consequence, identifying what each issue costs, who should bear it, and how the purchase agreement should address it. A diligence memo that lists problems without pricing them leaves the client to make the hardest judgment alone.

• Corporate Records Review: confirming entity good standing, ownership history, authorized and issued equity, board and shareholder approvals, and the chain of title to the interests being sold.
• Material Contract Analysis: reading the agreements that carry the revenue, with attention to assignment restrictions, change-of-control triggers, exclusivity, termination rights, and consent requirements.
• Litigation and Claims Assessment: identifying pending suits, threatened claims, judgments, liens, and regulatory matters, and assessing what survives the closing and attaches to the buyer.
• Employment and Benefits Diligence: reviewing classification practices, restrictive covenants, key employee arrangements, accrued obligations, and benefit plan compliance.
• Intellectual Property Verification: confirming the target actually owns what it uses, including assignments from employees and contractors, registrations, domains, and license terms.
• Permits and Licensing Review: verifying that required Florida and local licenses are current, held by the correct entity, and capable of transferring or being reissued at closing.

A buyer’s diligence has one purpose, which is to confirm that what is being purchased matches what was represented and to price the difference. That means reading the contracts that generate the revenue rather than accepting a summary schedule, and tracing ownership of the assets that make the business work. Financial diligence tells the buyer what the business earned. Legal diligence tells the buyer whether it can keep earning it.

We scope the review to the deal in front of us, concentrating effort where the value and the risk actually sit rather than applying the same checklist to every transaction. A distribution business, a licensed services company, and a software company each fail in different places.

• Diligence Planning: building a request list matched to the target’s industry, structure, and the specific value drivers the buyer is paying for.
• Revenue Concentration Analysis: examining whether the largest customer relationships are contractual, assignable, and durable after a change in ownership.
• Liability Tracing: distinguishing obligations that transfer with the entity from those that stay behind, which often depends on whether the deal is structured as equity or assets.
• Purchase Agreement Integration: converting findings into representations, specific indemnities, escrow amounts, and closing conditions rather than leaving them in a memo.
• Consent Mapping: identifying every third-party approval the closing requires and building a realistic sequence for obtaining them.
• Post-Closing Priorities: flagging the items the buyer must correct in the first ninety days, including permits, filings, and assignments.

Sellers get diligenced whether or not they prepare for it. The difference is who finds the problems first. A seller who runs its own review before going to market can fix defective records, obtain missing assignments, and resolve open claims on its own schedule. A seller who waits will be fixing the same items under time pressure, with a buyer watching and a price adjustment on the table.

We run diligence against the seller first, so the issues a buyer will raise are identified and addressed while the seller still has leverage. Problems solved before a letter of intent are administrative. The same problems found during exclusivity are discounts.

• Records Clean-Up: reconstructing minute books, consents, and stock ledgers so that ownership is documented rather than assumed.
• Cap Table Reconciliation: aligning the equity records with what was actually issued, including options, warrants, SAFEs, and long-forgotten promises.
• Contract Remediation: identifying agreements that require consent to assign and deciding whether to seek that consent before or after a buyer is identified.
• Disclosure Schedule Preparation: assembling schedules early, which shortens the closing timeline and reduces the surprises that erode buyer confidence.
• Exposure Triage: separating issues worth fixing before the process from those better disclosed and negotiated.

Not every diligence finding is worth raising. The ones that matter are the findings with a number attached or a real chance of interrupting operations after closing. A key contract that terminates on change of control, an unassigned software codebase, a misclassified workforce, an environmental condition at a leased site. Each of these changes what the buyer is willing to pay or what protection the buyer requires in order to proceed.

We separate the findings that carry consequence from the housekeeping items that fill most diligence reports, then recommend how each one should be handled. Some findings justify a price reduction. Others belong in a specific indemnity, an escrow, or a condition to closing.

• Price Adjustment Items: quantifying findings that reduce the value of what is being acquired and supporting the adjustment with documentation.
• Special Indemnities: carving out known exposures for separate treatment, with their own survival period and often their own cap.
• Escrow Sizing: matching the holdback to the identified risk rather than to a default percentage borrowed from another deal.
• Closing Conditions: requiring specific defects to be cured before funds move, including consents, releases, and lien terminations.
• Walk-Away Analysis: recognizing the findings that no amount of indemnity coverage adequately addresses.

The most useful diligence starts before the client is under exclusivity. Once a letter of intent is signed and a no-shop period is running, the buyer’s leverage decreases with each passing week and the seller’s ability to fix problems quietly disappears. Deals that go badly are usually deals where the review began late, and the parties discovered a structural issue after the lawyers had already drafted the agreement around a different set of facts.

We prefer to be involved before the letter of intent, because the LOI sets the structure, the exclusivity period, and the framework for allocating risk. Terms accepted at that stage are difficult to reopen without appearing to retrade the deal.

• Pre-LOI Review: examining structure, known exposures, and consent requirements before the commercial terms are fixed.
• Timeline Construction: building a diligence schedule that fits the exclusivity period rather than overrunning it.
• Structure Assessment: evaluating whether an asset or equity structure better addresses the liabilities the review is likely to surface.
• Third-Party Coordination: sequencing work with accountants, lenders, and insurance advisors so findings arrive in time to matter.
• Confidentiality Controls: protecting sensitive information during the review, particularly where the counterparty is a competitor.

Diligence is only useful if it produces decisions. We run the review with the transaction in view, so the output is a set of recommendations about price, structure, and protection rather than a catalog of every irregularity in the file. Scope is set deliberately, because unbounded diligence generates cost without improving the outcome. Clients receive findings as they surface rather than in a single report delivered after the terms have already been negotiated.

Pomeranz Law provides buy-side and sell-side diligence for Florida transactions, from initial scoping through disclosure schedules and closing, with the same counsel handling the review and the purchase agreement it feeds.

• We scope diligence to the actual risk profile of the target, which controls cost and keeps attention on what matters.
• We report findings with a recommendation attached, so the client knows whether an issue is a price item, an indemnity item, or noise.
• We prepare sellers before they go to market, resolving the problems a buyer would otherwise use to reduce the price.
• We translate diligence directly into the purchase agreement, because findings that never reach the document provide no protection.
• We tell clients when a finding is serious enough to reconsider the transaction, rather than papering over a problem to reach a closing.