After the Wire Hits: A 90-Day Legal Housekeeping Checklist for New Owners

Deal teams are fond of counting down to closing. Fewer of them count what comes after. Yet the ninety days following an acquisition determine whether the transaction delivers what the model promised — because this is the window in which title must be perfected, contracts must be aligned, and registrations must be corrected, all while institutional knowledge from the deal team begins to scatter.

What follows is the housekeeping sequence we recommend to clients at Brown-Scofield. It is deliberately practical. Print it, assign owners to each line, and review progress weekly.

Days 1–30: Stabilize the Contract Base

Identify change-of-control triggers. Cross every material customer and supplier agreement against its change-of-control, anti-assignment, or consent-required provisions. Flag any counterparty whose consent was not obtained pre-closing. Some consents have cure periods; missing a deadline can convert a routine notice into a renegotiation.

Send novation and consent notices. Where the structure requires it, prepare novation agreements transferring contracts to the new entity. Where only notice is required, send it anyway — a documented notice today prevents a counterparty dispute next year.

Freeze and inventory signatory authority. Update banking resolutions, wire instructions, and vendor payment authorities immediately. Post-closing weeks are prime territory for payment fraud, and legacy signers with access to acquired accounts are a liability.

Days 31–60: Close the IP and Entity Gaps

Audit intellectual property assignments. This is the most commonly skipped item on the list, and the most consequential. Confirm that every patent, trademark, copyright, and material trade secret is actually held by the entity you bought — not a founder individually, a defunct predecessor, or an unassigned contractor. In the United States, an unrecorded assignment with the USPTO or Copyright Office creates exactly the kind of title ambiguity that surfaces at the worst possible moment, usually during a financing or a dispute.

Record assignments where needed. File recordation documents with the relevant registries and correct any gaps discovered in diligence with corrective assignments signed and delivered now.

Update state registrations. If the acquired business operates across state lines, verify foreign qualification status for the new parent entity in each state of operation, update registered agents, and align any assumed-name or DBA filings. State-level requirements vary considerably, and penalties for operating unqualified accrue quietly.

Sweep licenses and permits. Business licenses, professional licenses, and industry-specific permits often name the predecessor entity. Map each one to its transfer or reissuance requirement — some jurisdictions require reapplication, and waiting lists can be long.

Days 61–90: Align Governance and Records

Harmonize retention policies. The acquired company's document retention schedule now coexists with yours. Reconcile the two, issue a unified policy, and — critically — issue litigation hold notices covering any known or reasonably anticipated disputes. Post-acquisition is also when legacy records are most likely to be destroyed carelessly; a hold notice prevents an innocent cleanup from becoming a spoliation problem.

Update employment documentation. Confirm offer letters, restrictive covenant agreements, and handbook acknowledgments were properly executed and, where required, supported by consideration under the law of each affected state. Non-compete enforceability varies sharply by jurisdiction, and assumptions from the seller's home state may not travel.

Reconcile insurance. Confirm tail coverage for the seller's occurrence-based policies, bind the buyer's go-forward coverage, and verify that notice requirements under claims-made policies have been satisfied.

Document the residue. Finally, prepare a closing memorandum of your own: what was transferred, what consents remain outstanding, what gaps were found and how they were cured. This document will be worth more to your successors than most of the deal room.

A Steady Hand After the Signing

Deals generate adrenaline; housekeeping generates nothing of the kind. That is precisely why it gets deferred, and precisely why the deferral is expensive. A disciplined ninety-day sequence, with named owners and weekly review, converts post-closing obligations from a lingering liability into a completed asset. The wire may have hit, but the work — the part that protects the investment — starts now.