In almost every asset purchase, stock purchase, and merger transaction (generally referred to in this practice note as “M&A transactions”), the purchaser will acquire an ownership or leasehold interest in at least one real estate asset. However, the real estate asset(s) do not drive a typical M&A transaction. In most cases, a particular real estate asset will only have significance because of how it will be used in the purchaser’s business operations after closing (i.e., the real estate only has incidental value).

If real estate is not driving the transaction, the purchaser may be inclined to forego, substantially limit, or postpone the real estate due diligence commonly performed in a real estate transaction. This practice note provides general guidance and practice tips for a real estate attorney assisting with the real estate due diligence in such an M&A transaction.

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