Practical, deal-focused counsel that helps close transactions. Whether you're buying, selling, or planning an exit, attorneys guide you through every stage of the M&A process.
Transaction Counsel
Buying or selling a business is often the most significant transaction of an entrepreneur's career. The stakes are high, the process is complex, and mistakes can be costly, or irreversible.
Attorneys bring practical, deal-focused counsel to every transaction. The attorney.s role isn.t to find problems, it's to solve them. Attorneys identify issues, propose solutions, and keep transactions moving toward closing while protecting your interests.
Whether you're an entrepreneur acquiring your first business, a founder planning an exit, or a company making strategic acquisitions, attorneys provide the transaction experience you need.
Why It Matters
Proper structure and documentation protect your investment and ensure you get what you're paying for, or selling.
Every transaction allocates risk between buyer and seller. Your attorney ensures you understand and negotiate appropriate risk distribution.
Legal issues that surface during diligence or after closing can destroy value. Attorneys identify and address risks proactively.
Transactions fail for many reasons. Experienced counsel keeps deals on track and resolves issues without derailing the process.
Sellers want clean breaks; buyers want protection. Attorneys structure transactions that work for both sides.
Today's transaction affects tomorrow's options. Attorneys consider long-term implications of deal terms and structure.
Services
From initial strategy through post-closing integration, comprehensive legal support is provided for your transaction.
Acquiring a business requires careful navigation of due diligence, negotiations, and deal structure. Attorneys represent buyers through the entire acquisition process, protecting your interests while keeping deals on track.
Selling your business may be your most significant financial transaction. Attorneys guide sellers through preparation, marketing, negotiation, and closing, maximizing value while minimizing risk.
Thorough due diligence uncovers risks before they become problems. Attorneys manage legal due diligence on both buy and sell sides, reviewing contracts, liabilities, compliance, and potential issues.
LOIs establish the framework for negotiations. Attorneys draft letters of intent that protect your position on key terms while maintaining deal momentum and flexibility.
The purchase agreement is the definitive document governing your transaction. Attorneys draft and negotiate comprehensive agreements that allocate risk appropriately and address all transaction elements.
Asset purchases allow buyers to acquire specific assets while limiting liability exposure. Attorneys structure and document asset purchases that achieve your objectives while managing successor liability.
Stock purchases transfer the entire entity, including all assets and liabilities. Attorneys structure stock transactions that protect buyers from unknown liabilities while providing sellers with clean exits.
Disclosure schedules reveal the details behind representations and warranties. Attorneys prepare comprehensive schedules that satisfy disclosure obligations without creating unintended exposure.
Closings require coordinated execution of numerous documents. Attorneys prepare all closing deliverables, manage the closing process, and ensure all conditions are satisfied.
Transactions don't end at closing. Attorneys handle post-closing purchase price adjustments, earnout disputes, indemnification claims, and transition issues.
Earnouts bridge valuation gaps by tying purchase price to future performance. Attorneys structure earnout provisions that align incentives and minimize disputes through clear, measurable criteria.
Virtual-First Transactions
M&A transactions no longer require conference rooms full of lawyers. The virtual-first approach means you can execute transactions efficiently from wherever you are.
Video negotiations allow face-to-face strategy sessions and negotiation calls without travel delays.
Secure deal rooms through MyRelevant keep all transaction documents organized and accessible to authorized parties.
Electronic closings with digital signatures and remote notarization enable efficient transaction execution.
MyRelevant for Transactions
All transaction documents organized in one secure location, LOIs, due diligence, purchase agreements, and closing documents.
Track negotiation progress, document status, and closing conditions through your portal.
Key dates, deadlines, and milestones tracked and visible throughout the deal process.
Strategy sessions and negotiation calls via video conference from anywhere.
Share documents with counterparties, advisors, and lenders with controlled access.
Transaction records preserved for future reference, indemnity claims, or subsequent transactions.
The Process
From initial strategy through closing and beyond, here's what to expect when working with your attorney on your M&A transaction.
Your attorney discusses your transaction goals, timeline, and concerns. Whether buying or selling, your attorney develops a strategy that protects your interests and keeps the deal moving.
60-90 minutes
Based on your objectives and deal dynamics, your attorney recommends transaction structures, asset vs. stock, payment terms, earnouts, and explain implications of each approach.
1-2 days
Your attorney prepares or reviews LOIs, purchase agreements, and ancillary documents. Every document is crafted to protect your position while remaining acceptable to the other side.
5-15 business days
Your attorney negotiates directly with opposing counsel on legal terms, provide strategic advice on business terms, and work to resolve issues without derailing the transaction.
2-8 weeks typical
Attorneys manage legal due diligence, address findings, prepare closing documents, and coordinate the closing process to ensure a smooth transaction.
2-4 weeks typical
After closing, attorneys handle transition matters, purchase price adjustments, and any issues that arise. Your MyRelevant portal maintains all transaction documents for future reference.
Ongoing as needed
Common Questions
Ideally before signing an LOI. While LOIs are largely non-binding, they establish expectations on key terms that become difficult to renegotiate. Early involvement helps you avoid committing to unfavorable terms and identifies potential issues before you've invested significant time and money.
In an asset purchase, the buyer acquires specific assets and assumes specified liabilities, leaving unwanted obligations with the seller. In a stock purchase, the buyer acquires the entire entity, including all assets and liabilities. Asset purchases typically favor buyers; stock purchases often favor sellers. The right structure depends on your specific situation and tax considerations.
Simple transactions can close in 4-6 weeks. Most transactions take 2-4 months from LOI to closing. Complex deals with regulatory approvals, extensive due diligence, or difficult negotiations can take 6 months or longer. Realistic expectations are set early and work to avoid delays.
Due diligence examines the target company across multiple dimensions: legal (contracts, litigation, compliance), financial (statements, projections, working capital), operational (employees, facilities, systems), and commercial (customers, suppliers, market position). Legal due diligence focuses on uncovering risks that affect valuation or deal structure.
Earnouts tie a portion of the purchase price to post-closing performance, typically revenue, EBITDA, or specific milestones. Attorneys structure earnouts with clear definitions, objective metrics, appropriate measurement periods, and dispute resolution mechanisms. Well-drafted earnouts bridge valuation gaps; poorly drafted ones create litigation.
Standard representations cover organization, authority, financial statements, material contracts, litigation, compliance, taxes, employees, and intellectual property. The scope and qualifications vary based on deal size, industry, and negotiating leverage. Attorneys tailor representations to your specific transaction and negotiate appropriate indemnification.
R&W insurance can facilitate deals by shifting risk to insurers, reducing escrow requirements, and providing buyers with recourse beyond seller indemnification caps. It's most common in mid-market deals ($20M+) and makes sense when seller is exiting completely or buyer wants enhanced protection. Attorneys can advise whether R&W insurance fits your transaction.
Yes. M&A transactions are well-suited to virtual delivery. Document review, negotiations, and closings all work effectively via video conference and electronic signatures. The MyRelevant portal keeps all transaction documents organized and accessible. Transactions are handled nationally without requiring in-person meetings.
Related Services
Whether you're buying, selling, or exploring options, attorneys are ready to help. Schedule a consultation to discuss your transaction and how attorneys can support your goals.