Who Handles Business Acquisitions? Inside Teams, Outside Counsel, and Advice for All Buyers
- Chris Johnsen
- Dec 9, 2025
- 7 min read
Updated: Dec 10, 2025
The acquisition of a business requires intricate steps while potential buyers demonstrate diverse levels of expertise.
The process of corporate acquisitions typically benefits from dedicated teams within large corporations alongside in-house legal counsel and thorough due diligence procedures yet individual buyers and small investors often lack these resources.
This article investigates business acquisition department functions and internal and external legal counsel responsibilities while highlighting why legal assistance matters to all acquisition participants especially those who lack M&A sophistication.
Acquiring a business requires knowledge about the handling process to navigate the process successfully and prevent common deal-ending mistakes.
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The Business Acquisition Department: Structure and Function
Who Makes Up the Team?
Most large corporations have their acquisition operations managed by the Corporate Development or M&A Team which functions as their core acquisition department. These professionals perform three essential duties: they discover acquisition targets and analyze them and execute the acquisitions.
The entire process from market research to deal sourcing and seller negotiations and post-acquisition integration is managed by this team. The team possesses advanced abilities in finance alongside strategic planning and operational analysis which lets them evaluate financial aspects while determining how a target business matches with the company's complete organizational structure.
The central team collaborates with business unit leaders to gather crucial information about how the target business matches with the company strategy and operational requirements. The acquisition process needs their participation to determine if the acquisition will boost current business lines or create avoidable operational complications.
The finance and accounting departments contribute substantially to the acquisition process. These professionals perform financial statement reviews and develop EBITDA multiple valuation models while detecting financial dangers and warning signs during the due diligence examination.
Legal professionals are also integral to the acquisition process. Depending on the company size, this may be an in-house attorney or an external law firm. The legal experts of this team prepare contracts and analyze regulatory compliance while leading efforts to minimize legal risks that emerge from business acquisitions. Their early involvement throughout the deal process results in improved execution and decreased post-acquisition legal disputes.
Typical Responsibilities
The acquisition team performs several standard activities as part of their work. Market research together with target identification remain continuous responsibilities. The team constantly analyzes market competition while searching for businesses which support corporate expansion goals and fill vital service or product or geographical gaps.
The team conducts extensive evaluation of the promising target business after selection by reviewing its financial data alongside operational systems alongside legal obligations and employee information. Financial analysis and valuation form essential elements for determining business worth and investment justification. Assessments focus on the combination of physical and immaterial assets as well as revenue generation patterns together with profitability and projected business growth.
Following valuation establishment the team begins negotiations to develop deal structures which represent business value while protecting against risks. The team evaluates payment options and establishes conditions and decides how much the seller should remain involved after acquisition completion. Integration planning stands as a fundamental responsibility for this team.
The full potential of numerous acquisitions emerges after the acquisition process through successful operational and team system unification. The acquisition department creates and implements this strategic plan to achieve all desired objectives from the acquisition.
The Role of Legal Counsel in Business Acquisitions
In-House Attorneys
The acquisition process benefits greatly from in-house legal counsel who provide strategic legal support to the business. The attorneys who work for the company possess an inside understanding of its operational structure and corporate objectives and organizational culture. Their close connection to executive leadership enables them to create acquisition strategies that maintain both legal compliance and corporate objectives and risk parameters.
In-house counsel provide advice about compliance and antitrust matters and intellectual property and labor law issues to clients. Their active participation allows them to detect legal issues before they develop into major problems which enables them to provide proactive advice at every stage of the deal. The company receives their exclusive loyalty and they possess institutional knowledge to give legal advice with operational value.
Outside Counsel
The hiring of outside counsel happens through specific project engagements. These attorneys or law firms possess specialized expertise in complex areas which include cross-border transactions and tax structuring as well as securities regulations and industry-specific compliance. The external perspective of these attorneys proves essential because they identify risks which internal teams might miss because of their close relationship with the company or their natural biases.
The legal professionals concentrate their efforts on drafting the key transactional documents that consist of the Letter of Intent (LOI), Purchase Agreement and employment contracts and non-compete clauses. They direct the legal part of due diligence which involves analyzing significant contracts and intellectual property holdings and pending lawsuits and corporate management frameworks.
Why Legal Support Matters
Acquisition process success depends heavily on legal support which can originate from within or outside the company. Lawyers detect regulatory threats and maintain legal compliance standards while safeguarding buyers from unknown financial obligations.
The review and development of contracts requires skilled legal professionals to guarantee precise language that represents deal intentions and safeguards the buyer's position. Legal due diligence serves as a crucial process for complete evaluation of target business elements starting from vendor and customer agreements through intellectual property rights and labor disputes and continuing to other aspects.
After the deal completion legal teams address remaining issues involving employee transitions along with regulatory documents and supplier and landlord contract renegotiations. The buyer achieves long-term success through their involvement which leads to a seamless transition process.
The Reality for Less Sophisticated Buyers
Who Are Less Sophisticated Buyers?
The definition of less sophisticated buyers includes individual investors and small investors along with first-time acquirers. These buyers work without internal acquisition teams and lack seasoned in-house legal counsel.
These buyers are mostly small business owners who want to acquire companies yet they do not possess sufficient financial knowledge or deal evaluation abilities. The category includes entrepreneurs who possess business acumen but possess minimal experience in mergers and acquisitions. These buyers face high risks because they make decisions with insufficient information or through false seller representations or inadequate contract terms.
Challenges Faced
The lack of experienced advisors along with structured teams creates major obstacles for less sophisticated buyers. The process of accessing dependable market information alongside finding dependable sellers and understanding financial reports proves challenging for these buyers. During negotiations less sophisticated buyers face a disadvantage when they interact with brokers or experienced sellers who understand the process much better than them.
These buyers face heightened legal and financial dangers because of their situation. The failure to review important contract terms or perform proper due diligence causes buyers to inherit unknown obligations while overpaying for businesses that may be fundamentally weak. These buyers frequently depend excessively on projections from sellers because they lack sufficient valuation expertise.
How to Bridge the Gap
Several effective methods exist to help less sophisticated buyers connect the gap in their understanding. Building a trusted team of outside professionals stands as one of the most successful strategies. The necessary expertise for critical times becomes available through the employment of an M&A attorney and CPA and business broker services even when you cannot sustain a permanent legal or financial staff.
Self-education also plays an important role. Potential buyers should invest time to learn fundamental M&A concepts which include EBITDA multiple valuation and standard deal structures and common due diligence items. The presence of a lawyer during acquisition processes protects buyers by reviewing documents and revealing hidden liabilities and achieving fair and balanced negotiations.
The Value of Legal Representation for All Buyers
For Large, Sophisticated Buyers
The acquisition process for sophisticated buyers who maintain in-house resources enables seamless coordination between legal financial operational departments. The execution of deals becomes efficient while risk responses are prompt and integration plans are developed to ensure long-term value creation. Legal departments of these buyers actively participate from initial discussions to enable planned risk reduction.
For Individual or Less Sophisticated Buyers
Legal counsel functions as a strategic tool for smaller buyers to maintain equal standing in their transactions. An attorney with knowledge helps customers defend themselves against exploitation and achieve complete understanding of all transaction details. Legal professionals protect your interests throughout the entire transaction process starting from Letters of Intent and purchase agreements through to closing and integration and reduce the possibility of buyer's remorse. The expense of legal representation during acquisitions remains inexpensive relative to the possible dangers of proceeding without proper understanding.
Final Thoughts
Every business acquisition requires professional and legal support whether you operate as a large corporation with acquisition experts or an individual buyer without advanced resources. Large buyers benefit from in-house expertise and streamlined processes, while less sophisticated buyers can level the playing field by assembling a trusted team of advisors. Legal counsel with experience provides assurance to business buyers regardless of their level of expertise during complex business acquisition transactions. The foundation of successful acquisition strategies depends on legal professionals who protect investments and clarify risks to build long-term success.
FAQs
What does a business acquisition department do?
The business acquisition department identifies targets, evaluates them for acquisition and oversees the entire process from market research to integration management.
What’s the difference between in-house and outside counsel?
The company employs internal counsel for constant legal advice but uses external counsel for particular project requirements and specialized expertise.
Why do less sophisticated buyers need legal support?
Legal support enables risk identification while reviewing contracts to help buyers make informed decisions thus protecting their interests during the entire process.
Secure Your Investment with Expert Legal Counsel
Whether you are a seasoned corporation or a first-time individual buyer, the stakes in M&A are too high to proceed without dedicated legal protection.
Don't risk inheriting unknown liabilities or overpaying due to complex deal structures.
Contact Johnsen Law today. We provide the specialized M&A legal expertise necessary to guide you through due diligence, negotiate fair terms, and structure your purchase agreement, ensuring your investment is secure and your acquisition goals are met.
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