Legal Due Diligence

Trademarks, Domain & Asset Title Verification

Purchasing an asset without clear, unencumbered legal title exposes the buyer to trademark infringement lawsuits, domain ownership disputes, or undisclosed UCC lien foreclosures by seller creditors.

🚩 Common Seller Red Flags & Tricks

Brand name uses protected third-party trademarks (e.g., 'Wordpress', 'Shopify', 'Chrome' in domain/product name).
Domain name registered to a personal individual rather than the corporate selling entity.
Pending litigation, cease-and-desist letters, or DMCA notices concealed during negotiations.
Seller has active SBA loans or bank credit lines securing all business personal property.

🛡️ Buyer Forensic Audit Steps

Conduct USPTO trademark clearance search and international WIPO registry search.
Run state-level UCC-1 lien searches against the seller entity and individual owners.
Verify WHOIS domain registration records and unlock authorization codes via escrow.
Draft comprehensive Asset Purchase Agreement (APA) with explicit seller indemnification representations.

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