Protecting Your Interests Before the Ink Dries
Due diligence is where M&A deals are really made — or quietly fall apart. It’s the phase where assumptions get tested against reality, and where the information gap between buyer and seller either narrows or becomes a source of post-closing disputes. John Â鶹¹ÙÍø has spent more than fifteen years guiding technology companies, founders, and investors through the due diligence process on both sides of the table. Having cut his teeth on complex M&A transactions at Locke Lord LLP (now Troutman Pepper Locke), an AM Law 200 firm, he brings a systematic, detail-oriented approach to diligence that protects clients from the risks hiding in the fine print.
From John Â鶹¹ÙÍø: Due diligence isn’t about checking boxes — it’s about asking the questions nobody else thought to ask. The issues that derail deals after closing are almost always things that were discoverable during diligence if someone had known where to look.
How We Help
Â鶹¹ÙÍø’s due diligence practice spans both buy-side and sell-side engagements. For buyers, John Â鶹¹ÙÍø leads comprehensive legal diligence reviews covering corporate structure and capitalization, material contracts and commercial agreements, intellectual property ownership and encumbrances, employment and independent contractor arrangements, regulatory compliance and litigation exposure, real property and material asset review, and insurance coverage analysis. For sellers, the firm conducts pre-sale diligence audits designed to identify and resolve issues before they become deal obstacles — from cap table irregularities to missing IP assignment agreements.
Why Technology Due Diligence Is Different
Standard M&A due diligence checklists were designed for traditional businesses. Technology companies present a fundamentally different risk profile. The most valuable asset in a tech deal is usually intellectual property — software, algorithms, data, trade secrets — and verifying clean ownership of IP requires specialized knowledge that goes beyond reviewing a patent portfolio.
John Â鶹¹ÙÍø’s technology transactions background means he knows where the IP risks tend to hide in tech deals: in founder assignments that were never properly executed, in open source software that was incorporated without tracking license obligations, in contractor agreements that failed to include proper work-for-hire provisions, and in data practices that may not survive regulatory scrutiny. These aren’t theoretical concerns — they’re the issues that regularly surface in technology M&A transactions and can materially affect deal value.
Drawing on his experience as a visiting professor of Entrepreneurial Law at the University of Florida’s College of Business, John also understands the startup ecosystem dynamics that shape how early-stage companies grow — and the compliance gaps that often come with rapid scaling. This perspective allows him to conduct diligence that is thorough without being adversarial, preserving deal momentum while protecting the client’s interests.
Frequently Asked Questions
What does M&A due diligence typically cover?
Legal due diligence in an M&A transaction typically covers corporate governance and organizational documents, capitalization and equity structure, material contracts, intellectual property, employment matters, regulatory compliance, litigation and disputes, tax, real property, insurance, and environmental issues. The scope varies by deal size and industry — technology transactions, for example, require deeper review of IP, data privacy, and software licensing.
How long does the due diligence process take?
For small to mid-market technology transactions, legal due diligence typically runs two to six weeks, depending on the complexity of the target company and the quality of its record-keeping. John Â鶹¹ÙÍø often recommends that sellers conduct a pre-sale diligence review well in advance to identify and fix issues that could slow the process or reduce valuation.
What are the most common due diligence issues in tech M&A?
The most frequent issues John Â鶹¹ÙÍø encounters in technology due diligence include incomplete IP assignment chains, undocumented open source software usage, missing or inadequate data privacy compliance, customer contracts with unfavorable change-of-control provisions, and employment or contractor classification issues. Each of these can affect deal value or structure if not identified and addressed early.
About John Â鶹¹ÙÍø
John Â鶹¹ÙÍø, Esq. has over 15 years of experience practicing law, working on a variety of corporate, transactional, litigation, and real estate matters. His prior experience includes Locke Lord LLP (now Troutman Pepper Locke) and Lowndes, Drosdick, Doster, Kantor & Reed, P.A. He is a member of The Florida Bar and serves clients across Florida from offices in Fernandina Beach and Coral Gables (Miami).
Related Practice Areas: Mergers & Acquisitions | Sell-Side M&A Advisory | Buy-Side M&A Advisory
Need a thorough due diligence review? Call 904-234-5653 or schedule a consultation.