THE SHORT ANSWER
Begin legal review with the actual entities, assets or ownership interests, payment terms and intended operations. Assign review of authority, contracts, liabilities, licenses, approvals and closing documents to appropriate counsel. Asset and equity deals raise different questions; neither label guarantees immunity or automatic continuation of every contract. Track conditions and post-closing obligations using the current agreement and applicable law.
Review proposed obligations before committing
Identify the legal entities and people negotiating, who can bind them and what is proposed for purchase. Give counsel the objectives, constraints and documents early enough to review binding obligations. Do not assume a letter called nonbinding allows either party to withdraw without any consequences.
The ABA explains why agreement wording, conduct and applicable law matter beyond an LOI’s title.
(ABA: How Does One Agree to Agree?)Clarify confidentiality, exclusivity, access, expense allocation and any other commitment before signing. Ask for an appropriate professional scope and quote rather than applying a universal attorney fee, page count or diligence duration.
Map structure-specific questions
| Question | What counsel should assess |
|---|---|
| Authority and ownership | Required actions, holders, signers and restrictions |
| Assets or equity | What changes hands and which liabilities or duties remain |
| Contracts and licenses | Assignment, change-of-control, notice and approval provisions |
| Records and rights | Title, liens, IP, workforce and open matter evidence |
| Payment and remedies | Price definitions, conditions, indemnities and continuing obligations |
An asset transaction needs actual title and transfer analysis, not an assumption that every historical risk disappears. An equity transaction needs contract and regulatory review, not an assumption that no consent is required. Have specialists assess applicable successor, tax, environmental and employment questions for the operation. Use the contract-consent register to organize the specific evidence.
Check current regulatory requirements
FTC guidance describes HSR reportability tests and exemptions, and its 2026 update explains adjusted thresholds and their effective dates.
(FTC: steps for determining HSR filing requirements) (FTC: 2026 HSR thresholds and effective dates)Have antitrust counsel assess the actual transaction, parties and aggregation rather than relying on the original guide’s outdated single dollar figure. A filing assessment is not substantive merger clearance, and a small transaction can still raise competition questions. Verify the current procedures when a filing is required.
Assign applicable industry, location and ownership-change requirements to relevant specialists. Identify who obtains each approval, what evidence is needed and what happens if it is unavailable. Avoid importing another industry’s permit or employment threshold into this transaction.
Track closing and continuing legal work
The ABA describes diligence-informed terms, regulatory coordination and negotiated risk allocation.
(ABA: key stages of an M&A transaction)Maintain a closing register with the required action, responsible professional, current status and documentary evidence. Confirm funding, releases, transfers and consents through the appropriate process. Do not treat a scheduled date as evidence that conditions are satisfied.
Identify continuing record retention, claim notices, tax filings, price-adjustment procedures and transition obligations from the actual documents and law. UCC filings are not a universal step for every asset transfer; counsel should determine security and filing requirements. Likewise, assess employment notices using actual coverage and facts rather than an automatic 50-person shortcut. Keep remaining questions visible until the responsible professional confirms the applicable path.
Buyer questions
Does an asset purchase eliminate all historical liability?
Do not assume that. Counsel must assess the transaction, assumed obligations and applicable law.
Do all contracts continue automatically in an equity sale?
No blanket conclusion applies. Review change-of-control, license, notice and approval provisions.
Is a single deal-value threshold enough for an HSR decision?
No. Current thresholds, valuation/aggregation rules, party tests where applicable and exemptions require specific assessment.
Sources and review scope
Source review completed . The sources below support the identified concepts or rules; they do not validate hypothetical amounts or a valuation of your business.
- ABA: How Does One Agree to Agree?
Why a letter's title or general nonbinding recital does not determine every obligation. Enforceability depends on wording, conduct, facts and applicable law.
- FTC: steps for determining HSR filing requirements
Commerce, transaction/person tests where applicable and exemptions. Page labels original dollar amounts as reference figures; use current adjusted amounts rather than those originals.
- FTC: 2026 HSR thresholds and effective dates
Adjusted jurisdictional and fee thresholds effective February 17, 2026; reportability and fee timing differ. Not an individual filing or antitrust clearance determination.
- ABA: key stages of an M&A transaction
Transaction architecture, diligence and the interaction of price terms, liabilities and consents; conceptual education, not a deal-specific legal determination.
Confirm tax, legal, accounting and lending applications with the relevant professionals. Historical market observations describe the stated period and reported sample.
This is educational material. Industry figures and program rules can change; check the original sources and your advisors before applying them to a transaction. Calculator scenarios are not appraisals, lending decisions, or offers.
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