Practice Area
M&A
Transactions
Strategic acquisitions, founder exits, and business combinations — negotiated with precision from letter of intent through post-closing. We represent sellers, buyers, and their boards across the full M&A lifecycle.
Deal Origination & Structuring
The structure of a transaction determines its tax treatment, liability exposure, and integration complexity. We work with clients early in the process to evaluate asset vs. stock acquisition structures, merger mechanics, earnout feasibility, and rollover equity considerations — before terms are set in stone.
Transaction structure analysis (asset, stock, merger)
LOI drafting and negotiation — buyer and seller-side
Exclusivity and no-shop provisions
Consideration structuring: cash, equity, earnout, and rollover
M&A tax planning — IRC §338, §368 reorganizations, NOL analysis
Cross-border acquisition structuring
Due Diligence & Documentation
Thorough due diligence is the foundation of a clean closing. We coordinate diligence workstreams, identify material risks, and draft the transaction documents that allocate those risks appropriately between buyer and seller.
Legal due diligence coordination and review
Purchase and merger agreement drafting and negotiation
Representations and warranties — drafting, negotiation, and qualification
Disclosure schedules preparation and review
R&W insurance coordination and policy review
Material Adverse Effect (MAE) definitions and carve-outs
Economics & Closing Mechanics
Purchase price mechanics are often where deals are won or lost. We bring detailed experience with working capital peg negotiations, earnout structure and measurement, indemnification frameworks, and escrow mechanics to ensure our clients' economic interests are protected through closing and beyond.
Working capital peg and closing adjustment mechanisms
Earnout structure — ARR definitions, measurement periods, anti-dilution
Indemnification frameworks: caps, baskets, and survival periods
Escrow mechanics and release provisions
Seller note and deferred consideration structuring
Management carve-out and retention bonus arrangements
Post-Closing & Integration
Our involvement doesn't end at closing. We advise on post-closing integration, purchase price dispute resolution, earnout disputes, and ongoing compliance with transaction agreement covenants.
Post-closing purchase price adjustment disputes
Earnout monitoring and dispute resolution
Indemnification claims and escrow releases
Employee retention and non-compete enforcement
Regulatory filings and HSR analysis (where applicable)
Deal in progress?
Whether you're a buyer, seller, or board member, we provide the counsel you need to close on favorable terms.
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