Mergers and acquisitions can open the door to growth—new markets, new capabilities, and stronger balance sheets. They can also introduce risk if the deal isn’t structured and reviewed with care. Below are four core considerations to help you approach an M&A conversation with clarity.

What it means: In an acquisition, you’ll typically choose between an asset purchase (buying selected assets and liabilities) or an equity purchase (buying ownership interests—stock or membership units). In a merger, two entities combine into one.

Liability & legacy obligations: Asset deals can limit assumed liabilities; equity deals generally carry historical obligations forward.

Tax implications: Structure affects how proceeds are taxed and how the buyer can depreciate assets going forward.

Consents & assignments: Some contracts transfer easily in equity deals but require third-party consent in asset deals.

Owner takeaway: Clarify your goals (risk profile, tax posture, speed to close) and select a structure that supports them.

What it means: Due diligence is a systematic review of the target company’s financials, customers, contracts, compliance, HR, litigation, IP, real estate, data/privacy practices, and tax.

Surface issues early: Unresolved tax liens, undisclosed litigation, or key contracts that can’t be assigned can change the value—or viability—of a deal.

Price & terms: Findings often drive adjustments to price, holdbacks, escrow, or earn-out terms.

Integration planning: Understanding systems, licenses, and people helps reduce Day-1 disruption.

Owner takeaway: Create a diligence checklist, assign owners, track open questions, and capture findings that require representations, covenants, or post-close plans.

What it means: Deals succeed or fail on alignment—founders, managers, and key employees. Even in straightforward acquisitions, negotiations often involve concessions that balance risk and reward.

Governance & roles: Who decides what post-close? What voting thresholds apply?

Compensation & retention: Are there stay bonuses, non-competes, or non-solicits?

Earn-outs & milestones: If part of the price depends on future performance, specify the metrics, measurement periods, reporting, and dispute process.

Customer communication: Agree on when and how major customers are notified, especially if consents are needed.

Owner takeaway: Put expectations in writing. Clear roles and transparent milestones prevent friction later.

What it means: The definitive agreements translate business promises into legal protections: representations and warranties, covenants, indemnification, caps, baskets, escrows, and closing conditions.

Reps & warranties: Statements about the business (no undisclosed liabilities, IP ownership, compliance) give the buyer recourse if later found untrue.

Indemnification: Defines who pays, how much, and for how long if a rep is breached.

Covenants: Pre- and post-closing obligations (operate in ordinary course, obtain consents, deliver financials).

Dispute resolution: Choice of law, venue, and mediation/arbitration provisions can save time and cost.

Owner takeaway: Negotiate terms that match the risk revealed in diligence and the realities of integration.

Regulatory: Confirm any antitrust or industry approvals.

IP & data: Verify ownership, licenses, and privacy compliance.

Contracts: Identify change-of-control triggers and consent requirements.

Real estate: Review lease obligations and consider environmental assessments for certain properties.

Insurance: Ensure adequate coverage and tail policies where needed.

Taxes: Model seller and buyer tax impacts; plan for elections and allocations.

Integration: Outline a 90-day plan (systems, payroll/benefits, communications, brand).

You don’t have to navigate everything at once—just in the right order. Start with structure, test assumptions through diligence, align the people and promises, and make sure the agreements reflect the deal you actually intend to do.

At Cuccia Wilson, our approach is simple: Daily Counsel for Your Business and Family—putting decades of experience to work every day for Texas businesses and families. We take time to understand how your company operates, then help you build practical guardrails so your next chapter starts strong.