By: Jessica Barnes
When an entrepreneur or investor sets out to buy a business, the excitement of opportunity can sometimes overshadow the fine details that make or break a deal. The vision of scaling operations, tapping into new markets, or adding strategic value often takes center stage. Yet, behind the scenes, there is a complex legal framework that determines whether those opportunities become reality or collapse under the weight of unforeseen complications. This is where Jeremy Tomes has built his reputation: guiding buyers through the legal structuring of acquisitions so that deals are not just closed but secured.
The process of structuring a business purchase begins long before the signatures are on paper. Tomes stresses that legal architecture is the skeleton that supports every other aspect of the transaction. Purchase agreements, membership transfers, asset assignments, and indemnification clauses all determine how risk and responsibility are distributed. Without a clear framework, buyers can inherit problems that were never part of their calculations. Tomes has seen firsthand how entrepreneurs, eager to close quickly, end up absorbing liabilities or losing negotiating leverage because their deal structure lacked precision.
At the center of every acquisition are two broad choices: an asset purchase or an equity purchase. Each has significant implications, and Tomes emphasizes that this decision should never be taken lightly. In an asset purchase, the buyer can often select which parts of the business to acquire, leaving behind unwanted liabilities. In an equity purchase, on the other hand, the buyer steps into ownership of the entire entity, including both its assets and its obligations. Many inexperienced buyers fail to grasp how these structures can shape everything from tax exposure to future disputes. Tomes walks clients through the nuances, ensuring that the chosen structure aligns with their strategic goals while minimizing risk.
Once the type of purchase is determined, the next step is drafting and negotiating the purchase agreement. Tomes emphasizes that this is not simply a formality. Each clause in the agreement carries real-world consequences. Representations and warranties determine how much the seller ensures about the state of the business. Indemnification clauses define how the seller will compensate the buyer if hidden issues arise after closing. Covenants can dictate what the seller can and cannot do after the sale, protecting the buyer from immediate competition. Without strong legal structuring, a buyer could find themselves entangled in disputes over issues they believed were already settled.
One area where Tomes sees frequent mistakes is in the treatment of liabilities. Sellers may wish to shed obligations such as leases, debts, or pending lawsuits. Buyers, eager to acquire quickly, may accept these without realizing their full impact. Tomes’s approach is to carefully catalog and negotiate each liability. Which debts will be assumed? Which obligations remain with the seller? How will contingent liabilities, such as warranty claims or unresolved disputes, be handled? By structuring these details into the agreement, Tomes ensures that buyers enter ownership with eyes wide open, not blindsided by surprise obligations.
Another critical component of structuring a deal is how the purchase price is paid. Tomes explains that while many entrepreneurs focus on the headline number, the payment terms often matter more. Will it be an all-cash transaction, or will financing play a role? Is there seller financing involved, with payments stretched over time? Is an earn-out included, where part of the price is contingent on future performance? Each of these structures shifts risk between buyer and seller. Tomes drafts agreements that clarify timelines, interest rates, security interests, and enforcement mechanisms so that there is no ambiguity once the transaction closes.
Tomes also highlights the importance of transition agreements. Acquiring a business is not simply about taking ownership; it is about ensuring continuity. Transition service agreements, employment contracts for key personnel, and vendor contract assignments are essential pieces of structuring that determine how smoothly operations continue after the sale. Without these in place, a buyer may find that suppliers walk away, key employees resign, or critical licenses fail to transfer. Tomes anticipates these risks and ensures that agreements are structured to bridge the gap between old and new ownership.
The negotiation process itself is an arena where legal structuring plays a decisive role. Sellers and buyers may approach negotiations from different angles: sellers wanting to maximize their payout and minimize future obligations, buyers wanting to secure protections and flexibility. Tomes acts as both advocate and strategist, shaping the terms so that they align with the client’s goals without creating vulnerabilities. He emphasizes that structuring is not about “winning” a negotiation but about ensuring stability. A deal that favors one side too heavily often leads to disputes. A well-structured agreement balances the interests of both parties and creates a foundation for long-term success.
What sets Jeremy Tomes apart is his insistence that structuring is proactive rather than reactive. Too many entrepreneurs bring in attorneys only after the broad terms are agreed upon, hoping for a quick review before closing. Tomes argues that this is a costly mistake. Legal structuring should begin at the same time as financial analysis, not after. By shaping the deal early, attorneys can anticipate problems before they arise, negotiate protections before they are conceded, and ensure that every step of due diligence translates into enforceable legal terms.
In private equity, the margin for error is slim. A single oversight in deal structuring can cost millions in unforeseen liabilities or lost value. Jeremy Tomes teaches that attorneys are not simply reviewers of contracts but architects of the deal itself. They transform financial models into enforceable agreements, align strategic goals with legal protections, and secure transactions against future disputes. For buyers who want to acquire businesses with confidence, the lesson is clear: strong legal structuring is not optional; it is essential.
Jeremy Tomes continues to set the example for how private equity deals should be built on the solid ground of legal strategy. His work shows that buying a business is more than an investment; it is a legal transaction that demands precision, foresight, and protection.
Learn more about Jeremy Tomes and his expertise in private equity deal structuring at biglawcapitalist.com.
Disclaimer: The information provided in this article is for general informational purposes only and does not constitute legal or financial advice. This article is not intended to create an attorney-client or professional relationship. Readers are encouraged to seek advice from qualified professionals for matters specific to their own circumstances, particularly in the areas of business acquisitions, deal structuring, and private equity transactions.
