Corporate law

Legal due diligence: what gets reviewed before a company is bought

Legal due diligence: what gets reviewed before a company is bought

· Corporate law

On 13 October 2026 the headline landed: Grupo Televisa and Fintech Holdings had agreed to acquire AT&T Mexico for US$2,000 million, one of the most significant telecoms deals in the country. What made the front page was the handshake. The legal work that made it possible started months earlier and never shows.

Buying a company is not just buying a company

When you acquire a business you do not simply receive its name and its client base. You step into its live contracts, its labor and tax obligations, its regulatory authorizations, its technology, its registered trademarks and, along with all of that, its risks.

That is what due diligence is for: an orderly review of what is actually inside the company before anyone puts a price on it.

The four questions it answers

  • What does the company actually own? Many businesses operate with trademarks registered in a founder’s personal name, with software built by a third party who never assigned the rights, or with a trade name that was never registered. What is not in the company’s name does not transfer with it.
  • What can be transferred? Some contracts cannot be assigned without the counterparty’s consent; some licenses are non-transferable; some concessions require authorization. An asset that cannot move is worth less than it looks.
  • What authorizations are required? Deals of this size involve the competition authority and, depending on the sector, the relevant regulator. This acquisition still requires regulatory approvals, with closing expected in the first quarter of 2027.
  • What risks come attached? Open litigation, tax contingencies, unresolved infringements, trademark registrations that have lapsed or are about to. All of it is inherited.

Due diligence is not a closing formality

It tends to be imagined as a box ticked before signature. In practice it is the opposite: what the review finds determines the price, the warranties the buyer demands and, often, whether the deal proceeds at all.

A finding raised early is negotiated. The same finding after signature is litigated.

This is not only for billion-dollar deals

The difference between a US$2,000 million acquisition and an investor coming into your company is scale, not nature. The questions are identical, and in small and mid-sized businesses the answers are usually worse: the trademark sits in an individual’s name rather than the company’s; the logo was designed by a freelancer with no assignment agreement; the domain is registered to someone who no longer works there.

What to check before someone else does

  • That your trademarks are registered with IMPI in the company’s name, not a shareholder’s.
  • That an assignment agreement exists with every designer, developer or agency that created something for you.
  • That declarations of use and renewals are current.
  • That your key contracts contain no clauses blocking a future assignment.

None of this feels urgent until the day somebody wants to buy you, invest in you or license from you. That day it stops being paperwork and becomes the price.

If you would like your company’s intellectual property reviewed before you sit down to negotiate, write to us: the first review is free of charge.

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