By Anthony I. Shin, Esq. | Loudoun County Mergers & Acquisitions Attorney
Why You Need a Business Attorney When Buying a Leesburg Business in Loudoun County
Buying an existing business can be one of the most exciting—and nerve-wracking—moments in your life.
I’ve helped many clients in Northern Virginia navigate this journey, and one thing I always emphasize is this: don’t go it alone.
I’ve seen far too many buyers try to save money by skipping legal counsel, only to pay the price later in lawsuits, unexpected debt, regulatory penalties, or even failed deals.
Whether it’s a neighborhood coffee shop or a multi-million-dollar acquisition, these transactions involve complex legal, financial, and compliance issues that are easy to miss if you’re not trained to spot them.
In this article, I aim to walk you through the common risks I have observed when buyers don’t hire an attorney, drawing on my experience, guidance from respected organizations such as the American Bar Association, and cautionary case studies.
My goal is to help you avoid learning the hard way.
Inadequate Due Diligence and Hidden Liabilities
The biggest trap buyers fall into? Not knowing what they’re buying.
When clients come to me before purchasing a business, one of the first things I do is conduct a thorough review of the company’s financials, contracts, debts, taxes, and legal history.
Without that, you’re flying blind—and that’s how people end up inheriting lawsuits, unpaid taxes, and vendor disputes they didn’t bargain for.
Research backs this up. One major study found that deals conducted without the guidance of experienced legal advisors were more likely to destroy value, especially in industries such as tech, where intellectual property and compliance are complex.
I’ve seen deals where buyers ended up assuming thousands in payroll taxes, thinking it was “all included.” Spoiler: it wasn’t.
Even the Small Business Administration warns that without reviewing ongoing compliance—state filings, licenses, and federal taxes—you could walk right into costly audits or lose your business license entirely. An attorney knows how to coordinate with CPAs, ensure disclosures are complete, and review everything with a fine-tooth comb.
Ethical Conflicts and Who’s Representing You
Another problem that arises more frequently than it should: ethical confusion and conflicts of interest.
Let me explain. In a business sale, it’s common for one party—often the seller—to bring in an attorney and tell the buyer, “you can just use mine.”
That’s a red flag. Without your lawyer, you may not realize that the attorney’s job is to protect the other side, not you.
Rules of Professional Conduct (like ABA Rules 1.7 and 1.13) exist to prevent conflicts, especially in cases where a lawyer holds equity in the business or represents both sides.
But if you’re not represented at all, you won’t know what conflicts exist—or worse, you won’t be protected when things go wrong after the sale.
Business Law Today has published multiple pieces warning about this exact issue, especially when exit transactions or dual representation become complicated.
I’ve had to clean up more than a few deals that blew up because a buyer didn’t have their own advocate looking out for their interests.
Regulatory Violations and Contract Mistakes
Here’s another risk that keeps me up at night: regulatory non-compliance.
A business might look great on paper, but what if it’s not in compliance with health codes, employment laws, or federal reporting requirements?
You may not find out until after you’ve taken over—and by then, it’s your problem.
I once helped a buyer avoid a deal that would have exposed them to major OSHA violations.
Without legal review, they would have taken on tens of thousands of dollars in potential fines and liability.
Then there’s the issue of contracts. DIY agreements—or using templates from the internet—rarely include the necessary protections.
Things like warranties, indemnity clauses, non-compete language, and tax structures require explicit negotiation and writing.
I’ve seen too many deals collapse or end up in litigation because the contract left too much to interpretation.
Harvard Business Review has also written about this: attorneys help structure deals that protect you, minimize tax liability, and ensure the terms are airtight.
That’s how you avoid overpaying or ending up with terms that come back to haunt you.
Lessons from Real-World Deal Disasters
Let’s look at a few real-life examples.
When Bank of America acquired Countrywide in 2008, it thought it was getting a bargain.
Instead, they inherited billions in bad mortgage debt and ultimately lost $50 billion.
That’s the price of bad due diligence.
Microsoft’s acquisition of Nokia? It looked great on the surface.
However, poor integration planning and strategic misalignment resulted in massive losses and layoffs.
Then there’s AOL and Time Warner—a $147 billion merger that ended in disaster.
Regulatory issues, cultural clashes, and market misreads led to one of the most significant write-offs in corporate history.
Would better legal guidance have prevented all of these failures?
Perhaps not completely, but legal counsel could have raised the red flags and helped the buyers ask more informed questions or walk away altogether.
Conclusion: Don’t Gamble with Your Future
Buying a business is a significant investment—not just of money, but of time, reputation, and opportunity.
And yet, I see too many people try to shortcut the process, thinking an attorney is a “nice to have” instead of a necessity.
The data, the case studies, and my personal experience all say the same thing: the cost of not having legal guidance can be far greater than the fee to hire one.
I’ve built my practice helping people avoid the traps I’ve just described.
If you’re thinking of buying a business—or already in talks—let’s connect.
The proper legal support upfront can make the difference between a successful acquisition and a cautionary tale.
Call Shin Law Office at 571-445-6565 or book online today!
— Anthony I. Shin, Esq.
Principal Attorney | Shin Law Office
Business Litigation & Transactions | Loudoun County Attorneys
Anthony I. Shin, Esq. is the founder and principal attorney of Shin Law Office in Loudoun County, Virginia.
He focuses on corporate law, mergers and acquisitions, and regulatory compliance for businesses across Northern Virginia.