Buying or Selling a Business? Get Counsel That's Been on Both Sides.
End-to-end deal structuring, due diligence, and closing counsel — from Letter of Intent to the final signature.
Buying or Selling a Business Is a Defining Milestone
The difference between a smooth closing and a deal that unravels usually comes down to how well the agreement was structured up front.
Our M&A attorneys represent companies in asset purchases, equity buyouts, and joint ventures, managing everything from Letter of Intent drafting to final closing escrow. Whether you need an M&A attorney for a single transaction or ongoing business mergers and acquisitions attorney support across a multi-deal growth strategy, we work to protect your position at every stage of the deal.
Once a deal closes, we also handle post-close contract cleanup — updating vendor, employment, and customer agreements to reflect the new ownership. Curious what that looks like in practice? See a recent $42M deal we closed.
M&A Services for Buyers and Sellers
Representation on both sides of the transaction, from initial structuring through post-closing integration.
Asset & Stock Purchase Agreements
Deal documents structured for your specific transaction type, allocating risk and liability appropriately between buyer and seller.
Legal & Compliance Due Diligence
Comprehensive review of contracts, litigation exposure, IP ownership, and regulatory compliance before you commit.
Non-Compete & Transition Agreements
Employment transition terms, non-compete, and non-solicit agreements for key personnel through and after the deal.
Seller Representation & Earn-Outs
Earn-out structuring and escrow protection that gives sellers real recourse if a buyer disputes post-closing terms.
Joint Ventures & Strategic Partnerships
Joint venture agreements that clearly define contribution, control, and exit terms between partnering companies.
Closing & Escrow Coordination
Coordinating final signatures, funds transfer, and escrow release so closing day goes the way it's supposed to.
From Letter of Intent to Closing
A structured process designed to protect your position at every stage.
Structuring & Letter of Intent
We help you structure the deal and negotiate a Letter of Intent that sets clear expectations before diligence begins.
Due Diligence & Negotiation
We conduct or respond to due diligence and negotiate the definitive purchase agreement's key terms.
Closing & Post-Closing Support
We coordinate closing logistics and remain available for any post-closing earn-out or escrow matters.
Considering a Business Acquisition or Sale?
Talk to counsel before you sign a Letter of Intent — early advice is often the cheapest advice.
Questions About Mergers & Acquisitions?
Get clear answers to the questions we hear most often.
What's the difference between an asset purchase and a stock purchase?
In an asset purchase, the buyer acquires specific assets and liabilities of the business, which lets the buyer avoid unwanted liabilities but can require re-assigning contracts and licenses. In a stock purchase, the buyer acquires ownership of the entity itself, including all of its existing liabilities. Which structure makes sense depends heavily on tax treatment, contract assignability, and risk tolerance on both sides.
How long does an M&A deal typically take to close?
A straightforward small-business acquisition can close in as little as 60-90 days from Letter of Intent to closing. Larger or more complex deals — especially those involving regulatory approval, complex due diligence, or financing contingencies — commonly take four to six months or longer.
What is due diligence and why does it matter?
Due diligence is the process of verifying what you're actually buying (or selling) — financial records, contracts, litigation history, intellectual property ownership, and compliance issues. For buyers, it's how you find out about problems before you own them. For sellers, being prepared for diligence in advance often prevents last-minute price reductions or deal delays.
What is an earn-out and how does it work?
An earn-out is a provision where part of the purchase price is paid later, contingent on the business hitting agreed-upon performance targets after closing. Earn-outs help bridge valuation disagreements between buyers and sellers, but they need to be drafted carefully — vague performance metrics are one of the most common sources of post-closing disputes.
Do I need a lawyer if I'm using a business broker?
Yes. A business broker typically helps find a buyer or seller and negotiate a general deal structure, but brokers generally don't draft or review the legal agreements that make the deal binding, allocate risk, or protect you after closing. Legal counsel and a broker serve different, complementary roles in the same transaction.
What happens after the Letter of Intent is signed?
The Letter of Intent (LOI) generally sets out the proposed price and structure but is mostly non-binding. After signing, the parties move into due diligence and negotiate the definitive purchase agreement, which is the actual binding contract governing the deal, including representations, warranties, and closing conditions.
How is a business typically valued in an acquisition?
Common approaches include a multiple of EBITDA or revenue, discounted cash flow analysis, and comparable transaction analysis. The right method depends on the industry, size, and growth profile of the business — we typically work alongside your accountant or valuation professional to make sure the legal structure of the deal matches the agreed valuation approach.