top of page
  • Cristina Tudor

Legal Insights for Buyers in Pre-Sale Agreements


In the dynamic domain of business transactions, the pre-sale agreement serves as the most important document that lay the foundation for a successful acquisition.

These agreements reflect the terms and conditions under which a buyer acquires a business, providing a roadmap for the entire process.

For buyers, a comprehensive understanding of the legal insights of a pre-sale agreement is essential to ensure a seamless and legally sound acquisition.

In this article, we point out the key legal insights for buyers entering into pre-sale agreements.

pre-sale agreement

Due Diligence: Building a Solid Pre-Sale Agreement Foundation:

Before searching through the terms of a pre-sale agreement, buyers should conduct thorough due diligence procedure.

This involves an exhaustive and well prepared review of the target company's financial, operational, and legal aspects.

Legal due diligence is particularly critical as it reveals potential risks and outstanding liabilities, ensuring the buyer is well-informed before committing. A well-drafted pre-sale agreement will incorporate the findings of due diligence, offering the buyer an additional guarantee, if the case.

Representations and Warranties: Securing Seller Liability:

Representations and warranties are statements made by the seller about the condition, in place procedures and status of the business.

Buyers should focus on the specificity and accuracy of all these statements, as they form the basis of the seller's liability post-acquisition.

Legal experts recommend negotiating a comprehensive set of representations and warranties to protect the buyer's interests, covering aspects such as financial aspects, compliance with laws, and the absence of material adverse changes.

Don't hesitate to contact our experienced team of legal advisors for guidance here:, if you want to secure your pre-sale agreement.

Indemnification Clauses: Mitigating Risks and Losses Effectively:

In the case of a reps or warranty breach, indemnification provisions come into force.

These clauses highlight the process for the buyer to seek compensation for losses due to the seller's misrepresentations or breaches of the pre-sale agreement.

Buyers should negotiate the scope, limitations, and duration of indemnification carefully to ensure sufficient protection against unforeseen liabilities emerging post-closure.

Conditions Precedent (CPs): Safeguarding Buyer Interests:

Conditions precedent are requirements that should be met before the buyer is nedeed to proceed with the acquisition.

Most of the time, these conditions include obtaining regulatory approvals, third-party consents, authorities notifications or the absence of adverse material changes.

Buyers should collaborate with legal advisors to ensure these conditions are clearly defined and achievable, protecting their interests if CPs are not met.

Confidentiality and Non-Disclosure Obligations: Shielding Sensitive Information:

During negotiations and due diligence, sensitive information about the target company is exchanged.

A well-drafted pre-sale agreement or a non-disclosure agreement (NDA) includes robust confidentiality and non-disclosure provisions to prevent unauthorized sharing of business information.

Buyers must ensure these clauses are clear, enforceable, and have mechanisms in place for addressing breaches.


Considering a pre-sale agreement demands a strategic and legally informed approach. Buyers should actively engage with experienced legal counsel throughout the process, from due diligence to finalizing the agreement.

By understanding the critical legal insights outlined above, buyers can position themselves for a successful acquisition, mitigating risks and ensuring a seamless transition of ownership.

Take advantage of the transaction opportunities, and don't hesitate to contact our experienced team of legal advisors for expert guidance here:


Request an offer

Mulțumim. Vom reveni în scurt timp
bottom of page