Florida’s Best Mergers and Acquisitions Attorneys

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Legal Guidance for Business Sales, Acquisitions, and Exit Planning

Selling, buying, or merging a business is one of the most important financial decisions a business owner can make. The terms you agree to, the risks you uncover, and the structure of the transaction can affect your company, your personal liability, your tax position, and your long-term financial future.

At Lomba P.A., we guide business owners, buyers, sellers, investors, family offices, and professional advisors through mergers and acquisitions with legal precision and practical business judgment. Led by Daniel Lomba, a Florida-licensed attorney and Certified Exit Planning Advisor (CEPA®), the firm brings a deal-focused approach to transactions that require both legal protection and strategic planning. Daniel is listed by the Exit Planning Institute as a CEPA® and attorney with Lomba P.A.

Whether you are preparing to sell your business, acquiring a company, negotiating a joint venture, or navigating closing documents, our goal is to help you move through the transaction with clarity, leverage, and confidence.

M&A Counsel for Buyers, Sellers, and Business Owners

Lomba P.A. represents clients on both sides of the M&A table. Each party enters a transaction with different objectives. A seller may be focused on maximizing value, reducing post-closing exposure, and preparing for life after the sale. A buyer may be focused on due diligence, financing, deal structure, indemnity protections, and post-closing integration.

We help clients understand what is at stake before they sign, negotiate terms that protect their interests, and structure transactions that make legal and commercial sense. Our M&A services include asset purchases, stock purchases, business sales, acquisitions, divestitures, joint ventures, strategic partnerships, and Main Street business transactions.

Exit Planning Backed by CEPA® Certification

A successful exit does not begin at closing. It begins well before the letter of intent is signed.

As a Certified Exit Planning Advisor, Daniel Lomba brings specialized training in value acceleration, owner readiness, business transition planning, and exit strategy. The CEPA® credential is designed to help advisors work with business owners on building value and preparing for a successful exit.

For sellers, this means Lomba P.A. can help evaluate the legal and strategic issues that often affect enterprise value, deal readiness, and post-sale outcomes. This may include corporate structure, contract assignability, ownership disputes, key employee concerns, customer concentration, intellectual property, debt obligations, restrictive covenants, and potential litigation exposure.

For buyers and investors, it means the firm understands not only how to close a deal, but how to identify the legal, operational, and financial risks that can affect long-term value after closing.

Closing Attorney for Main Street Business Transactions

For main street businesses and lower-middle-market transactions, Lomba P.A. can serve as closing attorney to help bring the deal across the finish line.

Our work may include:

  • Serving as transactional closing attorney for buyers, sellers, or mutually aligned parties

  • Preparing and reviewing asset purchase agreements

  • Preparing and reviewing stock purchase agreements

  • Reviewing non-compete, non-solicitation, and confidentiality agreements

  • Assisting with SBA 7(a) and SBA 504 loan documents

  • Drafting seller notes, security agreements, escrow agreements, and ancillary closing documents

  • Coordinating closing deliverables

  • Serving as escrow agent through an IOTA trust account, where appropriate

Every closing has moving pieces. We help organize legal documents, clarify obligations, and reduce the risk of last-minute issues that could delay or derail the transaction.

Transaction Structuring and Deal Documentation

The structure of a deal can determine how risk, liability, tax exposure, and post-closing obligations are allocated. Lomba P.A. helps clients evaluate and document transactions in ways that align with their goals.

Our M&A documentation services include:

  • Letters of intent

  • Memorandums of understanding

  • Term sheets

  • Asset purchase agreements

  • Stock purchase agreements

  • Membership interest purchase agreements

  • Real property conveyance documents

  • Intellectual property assignments

  • Restrictive covenant agreements

  • Escrow agreements

  • Indemnity provisions

  • Closing certificates and ancillary instruments

We focus on making sure the agreement reflects the actual business deal, not just generic legal language.

Due Diligence and Risk Review

Due diligence is where many hidden issues come to light. Contracts, debts, employment arrangements, leases, licenses, pending claims, customer relationships, and corporate records can all affect whether a transaction should move forward and how the terms should be negotiated.

Lomba P.A. helps clients identify and address risks involving:

  • Corporate authority and ownership

  • Financial and operational liabilities

  • Material contracts

  • Vendor and customer agreements

  • Real estate and lease obligations

  • Employment and independent contractor issues

  • Intellectual property ownership

  • Pending or threatened litigation

  • UCC liens and creditor claims

  • Regulatory and licensing concerns

  • Post-closing obligations

The goal is simple: know what you are buying, what you are selling, and which risks must be resolved before closing.

High-Value Acquisitions and Divestitures

Lomba P.A. represents buyers and sellers in high-value business transactions where legal strategy, negotiation, and deal execution must work together. We assist with structuring complex equity and asset deals, coordinating due diligence, negotiating definitive agreements, and addressing the legal issues that can affect valuation and closing certainty.

For sellers, we help protect against avoidable post-closing exposure. For buyers, we help uncover risk before capital is committed. For both sides, we work to keep the transaction organized, practical, and focused on completion.

Joint Ventures and Strategic Partnerships

Not every growth opportunity requires a full acquisition. Joint ventures and strategic partnerships can allow businesses to expand, enter new markets, share resources, or pursue opportunities while maintaining separate ownership.

Lomba P.A. assists with:

  • Joint venture agreements

  • Operating agreements

  • Governance structures

  • Capital contribution terms

  • Profit and loss allocation

  • Management rights

  • Exit provisions

  • Buy-sell rights

  • Deadlock resolution provisions

  • Confidentiality and restrictive covenant terms

We help clients create structures that reduce ambiguity and protect the relationship before disputes arise.

Corporate Law Support for M&A Transactions

Strong corporate structure and governance can make a business more attractive to buyers, investors, and lenders. Weak documentation, unclear ownership, outdated contracts, or unresolved compliance issues can create friction during due diligence and reduce deal value.

Lomba P.A.’s corporate law practice supports M&A transactions by assisting with entity formation, corporate governance, contract review, ownership restructuring, operating agreements, shareholder agreements, compliance matters, and ongoing business legal needs.

This gives clients a stronger legal foundation before, during, and after a transaction.

Post-Acquisition Integration and Value Realization

Closing is not the end of the deal. For buyers, investors, and strategic acquirers, the success of a transaction often depends on what happens after closing.

Lomba P.A. helps clients think through post-acquisition legal and operational issues, including management transitions, contract assignments, governance updates, employee matters, reporting structure, incentive programs, and key performance indicators that support long-term value creation.

We also help sellers and investors identify key performance indicators that may support future exit pathways and value realization.

Work With a Florida M&A Attorney

If you are preparing to buy, sell, merge, or transition a business, the right legal strategy can help protect your leverage and improve the outcome of the transaction.

Contact Lomba P.A. today to speak with a Florida mergers and acquisitions attorney about your business sale, acquisition, joint venture, or exit planning needs.

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Frequently Asked Questions About Mergers and Acquisitions

  • A mergers and acquisitions attorney helps buyers, sellers, investors, and business owners structure, negotiate, document, and close business transactions. This may include reviewing letters of intent, conducting legal due diligence, drafting purchase agreements, negotiating deal terms, addressing liabilities, and coordinating closing documents. At Lomba P.A., M&A representation is designed to protect the client’s legal position while keeping the transaction commercially practical.

  • You should involve an M&A attorney before signing a letter of intent, term sheet, purchase agreement, or any binding transaction document. Early legal guidance can help identify deal risks, improve negotiation leverage, clarify tax and liability concerns, and prevent unfavorable terms from becoming locked into the transaction.

  • Daniel Lomba’s Certified Exit Planning Advisor (CEPA®) certification gives business owners added strategic support when preparing for a sale, succession, acquisition, or business transition. The CEPA® credential focuses on exit planning, value acceleration, owner readiness, and long-term business transition strategy, which can be especially valuable for owners who want to maximize value before selling or transferring their business.

  • An attorney can help a seller prepare for the transaction, review buyer offers, negotiate the letter of intent, structure the sale, draft or revise the purchase agreement, address due diligence requests, limit post-closing liability, and coordinate closing documents. Legal counsel can also help identify issues that may reduce business value or create exposure after the sale.

  • Buyers should carefully review corporate records, ownership structure, contracts, leases, employment matters, debts, UCC liens, pending litigation, intellectual property rights, licenses, tax concerns, customer concentration, vendor agreements, and post-closing obligations. Legal due diligence helps buyers understand what they are acquiring and what risks may need to be negotiated before closing.

  • In an asset purchase, the buyer purchases selected assets and may choose which liabilities to assume, depending on the terms of the deal. In a stock purchase, the buyer acquires ownership interests in the company itself, often taking on the company’s existing obligations and liabilities. The right structure depends on tax, liability, operational, and business considerations.

  • Yes. Lomba P.A. assists with main street and lower-middle-market business transactions, including asset purchases, stock purchases, closing documents, escrow matters, SBA loan document review, seller financing documents, and purchase agreement negotiations. The firm helps buyers and sellers move through the transaction with legal clarity and practical guidance.

  • Common M&A documents may include a letter of intent, term sheet, confidentiality agreement, asset purchase agreement, stock purchase agreement, membership interest purchase agreement, bill of sale, assignment agreements, seller note, escrow agreement, non-compete agreement, closing certificates, corporate resolutions, and ancillary closing documents.

  • Legal due diligence is the process of reviewing a business’s legal, financial, operational, and contractual risks before closing a transaction. This review may involve corporate documents, contracts, litigation history, employment arrangements, real estate leases, debt obligations, intellectual property, licenses, and regulatory issues. The purpose is to identify risks before the buyer commits to closing.

  • Exit planning helps business owners prepare before going to market by improving business readiness, reducing legal and operational weaknesses, strengthening value drivers, and aligning the owner’s personal and financial goals with the transaction strategy. A well-prepared business may be more attractive to buyers and better positioned for a smoother closing.

  • Most business owners benefit from exit planning before selling, even if a sale is not immediate. Exit planning can help identify issues that affect valuation, transferability, owner dependence, key employee risk, customer concentration, unresolved disputes, contract problems, and succession readiness. Addressing these issues early can improve the owner’s options.

  • Yes. Lomba P.A. helps clients structure and negotiate joint ventures, strategic partnerships, operating agreements, governance terms, profit-sharing arrangements, management rights, buy-sell provisions, deadlock provisions, confidentiality terms, and exit rights. These agreements can help protect the parties before disputes arise.

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