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Buying a Business Lawyer: Protecting Your Investment Through Operational Review
Acquiring a business requires more than contract review; it requires operational due diligence to identify the risks that cause acquisitions to fail after closing.
Our buying a business lawyer team has reviewed over 160 NSW transactions, preventing costly mistakes including owner-dependency traps, hidden liabilities, and financial misrepresentation.
Why Business Buyers Choose Lazarus Legal
Many businesses selling at low multiples appear profitable on paper but depend entirely on the current owner’s personal relationships, industry knowledge, or constant involvement. Standard solicitors review contracts and verify titles. They rarely investigate whether profits will survive after the owner exits.
Our business acquisition lawyers focus on operational sustainability, examining customer concentration, system dependencies, and whether the business can genuinely operate under new management. Understanding these risks before closing prevents failures that standard due diligence processes overlook.
Who Reviews Your Business Acquisition?
Led by Mark Lazarus, former Legal Director at Monster Energy, our team combines commercial experience with legal qualification. Every lawyer is admitted in New South Wales and regulated by the Law Society of NSW. We've reviewed over 160 business acquisitions across retail, manufacturing, professional services, and hospitality sectors. This operational focus allows us to identify risks that standard due diligence processes overlook.
How We Investigate Business Purchases
We conduct operational due diligence alongside legal review. This includes verifying financial claims, testing business systems, analysing customer relationships, and determining whether the business requires constant owner involvement. Clients receive clear written reports identifying material risks and recommended adjustments to purchase price or deal structure. Each matter is handled directly by senior lawyers to ensure commercial clarity.
What You Gain From Our Review
Protect your capital by identifying deal-breaking issues before closing. Our clients avoid businesses that appear profitable but require 60-hour owner work weeks to maintain those profits. We've recently saved clients over $50,000 in prevented losses through early identification of customer concentration risks and financial misrepresentation. Each review focuses on whether you're acquiring a genuine business asset or an underpaid job.
The $200K Business Truth Nobody Tells You
Business Acquisition Services: From Pre Offer Review to Closing
We assist business buyers across Sydney and regional NSW with comprehensive due diligence that extends beyond standard contract review. Our acquisition services identify operational, financial, and structural risks before you commit capital to a transaction.
Typical instructions include:
- Pre-Offer Operational Review and Risk Assessment
- Financial Verification and EBITDA Analysis
- Customer Concentration and Revenue
- Sustainability Review
- Owner Dependency and System Independence Testing
- Contract and Liability Review
- Purchase Agreement Drafting and Negotiation
- Post-Closing Integration and Employment Documentation
Each matter is handled directly by senior lawyers to ensure timely delivery and practical outcomes.
Protecting Your Capital from Owner-Dependency Traps
Stop buying someone else's job disguised as a business.
Find the hidden problems that justify paying less or walking away.
Know whether you're buying real profits or just the owner's 60-hour work week.
Protect your brand before someone else takes it.
Every agreement is drafted in-house. Shareholder agreements, SAFE notes, ESOPs, IP deeds, and service terms are all tailored to the actual deal.
What Founders Say
I highly recommend Mark and the team at Lazarus Legal. They assisted me with reviewing and negotiating a commercial lease. The entire process straightforward and stress-free. Thank you!
Approached Mark when we were starting our company. He was personable, provided great advice, hit our timelines and was really fair with his pricing. Highly recommend Lazarus Legal
Our Business Acquisition Review Process
Send us the information memorandum, financials, and any materials provided by the seller or broker.
We conduct initial operational review and provide preliminary risk assessment within 48 hours.
Our team verifies financial claims, tests system dependencies, and analyses customer concentration.
You receive a detailed written report identifying material risks and recommended price adjustments.
Legal Services Beyond the Acquisition Review
If you’re buying a business with existing shareholders, you’ll need clean exit documentation and new equity agreements. Our Shareholder Agreement Lawyer team structures ownership terms that prevent post-purchase disputes. If you’re also selling another business to fund this purchase, our Business Sale Lawyer service handles exit structuring and tax planning to ensure a seamless transaction.
Most buyers require employment contracts to be drafted within 30 days of closing to retain key staff.
For matters beyond business, our expertise stretches across all areas of law
Sarah, Manufacturing Buyer
Chen, Hospitality Buyer
Lazarus Legal identified customer risks that the broker’s materials omitted, which helped us walk away from a failing business.
David, Retail Investor
saved us from buying what turned out to be a full-time job disguised as a passive business investment.
- Ready when you are
Get Strategic Legal Advice from Sydney's Best Business Sale Lawyers
Schedule a consultation about your commercial legal requirements.
Initial consultation focuses on your situation, risks, and solutions.
You get specific advice and clear recommendations protecting interests while achieving objectives.
Common Questions About Buying a Business in NSW
How much does a buying a business lawyer cost in Sydney?
What is operational due diligence and why does it matter for business acquisitions?
Operational due diligence examines whether a business can function profitably under new ownership without relying on the current owner’s personal involvement, relationships, or expertise. Unlike standard legal due diligence, which focuses on contracts and titles, operational review investigates customer concentration, system dependencies, employee competence, and whether claimed earnings reflect genuine business performance or owner subsidisation through unpaid labour. This matters because businesses selling at low multiples often depend entirely on owner involvement. Removing the owner removes the profits. Our Business Sale Lawyer team identifies these dependency traps by verifying financial claims against operational reality. According to ASIC research, small business acquisitions fail most often due to operational issues rather than legal defects. Detailed guidance on business structure and operational requirements can be found through the ASIC Small Business Hub.
How long does business acquisition due diligence take in NSW?
Standard business acquisition due diligence in New South Wales typically requires two to four weeks depending on transaction complexity, seller cooperation, and the availability of accurate financial records. Pre-offer operational reviews can be completed within 48 to 72 hours for preliminary risk assessment. Comprehensive due diligence covering financial verification, contract review, operational sustainability analysis, and employment documentation usually spans three weeks. Timeframes are confirmed at engagement and stated in the scope of work. Buyers should engage lawyers before submitting binding offers to maintain negotiating leverage. Express reviews may be arranged for time-sensitive transactions. For guidance on business acquisition planning and regulatory requirements, refer to Business.gov.au.
What are common red flags in small business acquisitions under $500,000?
Small business acquisitions under $500,000 frequently present owner-dependency issues that destroy value post-closing. Common red flags include businesses selling at multiples below 3x EBITDA, which typically signals heavy owner involvement required to maintain profits. Customer concentration where a single client represents more than 25% of revenue creates significant risk. Financial statements showing “normalised” earnings that add back the owner’s entire compensation assume you can replace their work with low-cost employees, which rarely proves accurate in practice. Other warning signs include declining revenues, upcoming lease renewals with uncertain terms, and employees lacking authority to make operational decisions. Our acquisition review identifies these issues through operational investigation rather than accepting seller representations. The Australian Competition and Consumer Commission provides resources on business-to-business fairness and contractual standards through their Small Business Resources.
When should I engage a buying a business lawyer in the acquisition process?
Engage a buying a business lawyer before submitting your Letter of Intent or initial offer, not after. Early engagement allows lawyers to structure offers with appropriate contingencies, due diligence periods, and price adjustment mechanisms based on discovery findings. Buyers who involve specialised counsel pre-offer achieve significantly better terms than those who engage lawyers post-offer. Once you’ve shown your hand through a binding offer, you lose substantial negotiating leverage. A competent acquisition lawyer can review information memorandums within 48 hours to identify preliminary red flags before you commit. This early-stage review typically costs $1,500 to $3,000 but prevents costly mistakes. From our practice reviewing over 160 acquisitions, approximately 40% of transactions reveal material issues during due diligence that justify price reductions or deal termination. Professional guidance on engaging legal services for business transactions is available through the Law Society of NSW.