Every Deal Has Risk. The Question Is Whether You See It First.
At Malkin Law, P.A., our due diligence practice is built around one principle: informed decisions protect value. We dig into the legal, contractual, regulatory, and operational details that matter so you know exactly what you are getting into, what liabilities you may be assuming, and where the leverage points are in your negotiation.
Whether you are acquiring a competitor, raising a round, bringing on an investor, or entering a joint venture, our team gives you the legal clarity to proceed with confidence.
What We Examine
- Corporate and governance review: Organizational structure, capitalization table, board resolutions, equity agreements, and ownership history. We surface structural irregularities and governance gaps that could affect deal value.
- Contract and liability analysis: Material contracts reviewed for assignment clauses, change-of-control provisions, termination rights, and obligations you would be assuming at close.
- Intellectual property audit: What IP the target owns versus licenses, registration status, chain-of-title defects, infringement risks, and ownership disputes. Often the most critical review for consumer brands.
- Regulatory and compliance review: Compliance with applicable laws, permits, and licenses. Pending regulatory actions, investigations, and violations flagged across industry regulations and employment law.
- Employment and human capital: Employment agreements, equity arrangements, non-compete provisions, and pending employment disputes. Key-person risk and retention obligations identified early.
- Litigation and dispute history: Comprehensive review of pending, threatened, and historical litigation and regulatory proceedings — with materiality assessment of any ongoing exposure.
Our Approach
- Efficient without cutting corners: We scope due diligence to what matters for your deal — not a one-size-fits-all checklist. A seed-stage investment review looks different from a full acquisition of an operating business.
- Deal-focused analysis: We do not just flag issues — we help you understand whether they are dealbreakers, negotiating points, or items to address in representations and warranties. Our analysis is actionable, not academic.
- Integrated with your transaction: Due diligence informs purchase price, representations, indemnification provisions, and closing conditions. We work in coordination with your deal counsel from day one.
Who We Work With
- Buyers and acquirers: Companies across alcohol beverages, food & beverage, CPG, and cannabis/hemp sectors evaluating acquisitions.
- Founders evaluating offers: Founders considering acquisition offers who need independent legal review of the deal structure and terms.
- Private equity and family offices: Investment firms conducting pre-acquisition legal review across consumer product and beverage sectors.
- Investors: Angel and institutional investors conducting pre-investment review for legal, regulatory, and structural risk.
- Joint venture partners: Companies entering joint ventures, licensing arrangements, or strategic partnerships.
- Pre-M&A audit clients: Sellers preparing their operations for buyer due diligence with a proactive legal readiness review.
Getting Ready To Sell Or Acquire A Company?
Due diligence moves fast — and so do we. Reach us at 305-763-8539 or through our online contact form to discuss the scope of your review. Get in touch to learn about our M&A services.