Legal Due Diligence

Representations and Warranties

Promises the seller makes about the business, such as financial accuracy, legal compliance, and ownership of assets. Why it matters: This gives owners a clearer way to understand buyer questions, advisor comments, and negotiation tradeoffs during a sale process.

Related terms

Advisor

A professional who helps with the sale, such as a broker, M&A advisor, CPA, attorney, or investment banker. Why it matters: The right advisor can help prepare materials, explain tradeoffs, manage buyers, reduce surprises, and keep the owner from negotiating complex deal terms alone.

Seller

The current business owner who wants to sell the business. Why it matters: The seller is not just handing over ownership; they are also proving the business, answering diligence requests, negotiating risk allocation, and often helping with transition.

Buyer

The person, company, investor, or fund trying to buy the business. Why it matters: Different buyers value different things, so knowing the buyer type helps an owner understand likely questions, risks, financing needs, and negotiation style.

More from Legal Due Diligence

APA Asset Purchase Agreement Assignment Basket Change of Control Consent Covenant Definitive Agreement Disclosure Schedule Encumbrance Indemnification Indemnity Cap

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