In an ideal world, a business sale is as simple as a handshake and a signature. Unfortunately, it can be a minefield. Buying or, selling a business is never simple. Even straightforward deals come with landmines, like ambiguous contract language, hidden liabilities, or costly tax missteps. Relying on just one professional – your business broker – to guide you through it all is asking too much. Brokers play a key role, but they’re not a replacement for legal and financial counsel.
Brokers Drive the Deal. Lawyers and CPAs Safeguard It.
A good broker keeps the process moving. They help with pricing, marketing, and deal structure. They’re the deal-makers that bring people to the table, and that’s their value. However, closing a deal isn’t the same as protecting your position after the ink dries.
Legal and tax exposure doesn’t go away just because the transaction is finished. That’s where lawyers and CPAs step in. They ensure the structure works not just in theory, but in the actual contract. They flag vague indemnities, define post-closing obligations, safeguard funds and value, and align tax strategy with the deal documents.
Generic Contracts Create Specific Problems
No two businesses are the same. Your contracts, debts, IP, employee agreements, and customer obligations are unique. Using a recycled asset purchase agreement, or one from the other side, creates gaps that can shift risk onto you.
Missing or unclear provisions on non-competes, survival periods, reps and warranties, or indemnities can cause expensive fallout. That’s why a good broker’s template might move the deal forward; working with an equally excellent lawyer ensures you won’t regret it later.
A Clean Deal Requires More Than Clean Books
Even the most buttoned-up financials don’t tell the whole story. Unfiled IP, unresolved contractor issues, or third-party consents can all surface after the close and end up on your desk.
Brokers aren’t expected to dig into legal exposures because it’s not their mandate. That doesn’t make them careless; it just means these risks require different tools. A lawyer vets the fine print and asks the uncomfortable questions.
Tax Efficiency Isn’t Just a CPA’s Job
M&A tax issues don’t fix themselves. Stock vs. asset sales, allocation of goodwill, and exposure to state-level taxes can change the economics of the deal. CPAs can model outcomes. Attorneys embed those outcomes into the deal terms.
If the contract doesn’t reflect the tax plan, the IRS won’t care what the accountant intended.
Deal Terms Decide the Fallout
The most dangerous parts of a deal aren’t always the price. They’re the indemnity baskets, caps, and timelines buried in the reps and warranties. That’s where risk gets assigned. If the language favors the other side, you’ll feel it when things go wrong.
Brokers focus on consensus; that’s their strength. Negotiation, on the other hand, is risk allocation. A lawyer’s job is to sharpen protections, challenge weak language, and prevent exposure from being written into the fine print.
Make Sure the Right Players Are at the Table
Brokers, CPAs, and attorneys each bring different value to a transaction. The most effective deals don’t sideline anyone; they’re positioning everyone strategically. Brokers drive momentum, CPAs model outcomes, and attorneys lock it all into place.
Closing a business sale shouldn’t rely on one perspective. Build a team that covers the full field. That’s how you close clean.
Before your next deal gets too far down the road, talk to Skepsis Legal Solutions. We get the paperwork right, protect what you’ve built, and are ruthless about getting the terms right before it’s too late.
