Mergers & Acquisitions
Price gets the headline. Terms win the deal.
Every deal begins with a choice of structure. In an asset purchase, the buyer selects the specific assets it wants to acquire and assumes only the liabilities both sides agree to, while the seller keeps the legal entity and everything else that's not included in the sale. In an equity purchase, the buyer acquires the ownership interests in the entity itself (stock in a corporation, membership interests in an LLC) and steps into the seller's shoes, taking on all assets and all liabilities, known and unknown. That choice carries different risks for each side of the transaction, as well as tax consequences your accountant needs to model before the structure is locked in.
Hank helps you settle on a structure, then captures the terms in a letter of intent that fixes price, payment terms, exclusivity, and the scope of diligence before either side invests significant time and money in the transaction. The LOI is generally nonbinding except for the exclusivity and confidentiality provisions, which lock the seller out of competing negotiations for a defined period, typically 30 to 90 days. From there he runs or answers due diligence across contracts, intellectual property, employment, real estate, debt, regulatory compliance, and pending claims, so a buyer learns what it's acquiring and a seller knows what it needs to disclose.
In the definitive agreement, Hank negotiates the representations and warranties that allocate risk between the parties, the indemnification terms that decide who pays when a representation turns out to be wrong, and the holdbacks, escrows, and earnouts that bridge a difference in price or a shortfall in trust. He drafts the disclosure schedules that qualify the seller's representations, the noncompete and transition terms that keep a seller from competing after closing, and the closing mechanics that transfer money and ownership at the same moment.
Hank has handled deals for buyers acquiring a competitor, founders selling the company they built, and partners restructuring "who" owns "what," so you get counsel designed to protect the dollars at stake and the relationships that outlast the closing. On every engagement Hank works toward the same result, a deal you can close with confidence and live with long after the money changes hands.
Services Include
- Asset and equity purchase structuring
- Letters of intent and term sheets
- Buy-side and sell-side due diligence
- Purchase agreements and disclosure schedules
- Representations, warranties, and indemnification
- Escrows, holdbacks, and earnouts
- Noncompete and transition agreements
- Closing and post-closing matters
Mergers & Acquisitions Insights
Asset Purchase Versus Equity Purchase in a Private Company Acquisition
An acquisition can transfer selected business assets or the ownership interests in the entity that operates the business. That choice determines which property changes hands, which party remains liable for existing obligations, how contracts and permits are handled, and whether the buyer receives a new tax basis in the operating assets.
Read articleM&A Letters of Intent and the Terms That Bind Before Closing
An M&A letter of intent (LOI) records the principal terms of a proposed acquisition before the parties negotiate the purchase agreement. Buyers and sellers commonly intend the price, structure, consideration, and closing conditions to guide negotiations without requiring either side to close. They often intend exclusivity, confidentiality, expenses, access, governing law, and dispute provisions to be binding as soon as they sign.
Read articleM&A Due Diligence Before You Sign the Purchase Agreement
You conduct due diligence to determine whether the business you were offered is the business you will own after closing. The investigation should verify ownership, earnings, assets, contracts, liabilities, compliance, and the seller's authority to complete the transaction. It should also identify the consents, payoffs, corrective work, and contractual protection you need before you commit to close.
Read articlePurchase Price Adjustments in Private Company Acquisitions
A buyer and seller may agree on a headline price in the [letter of intent (LOI)](/blog/ma-letter-of-intent), but that number often assumes a stated amount of working capital, no seller debt, an agreed treatment of cash, and payment of the seller's transaction expenses. The purchase agreement converts those assumptions into the amount paid at closing and any adjustment after closing.
Read articleDisclosure Schedules in Private Company Acquisitions
Disclosure schedules turn a seller's representations and warranties into statements about the business being sold. A purchase agreement may state that the company owns its intellectual property, has complied with applicable law, has no pending litigation, and isn't in default under any material contract, each subject to exceptions identified in the schedules. Those exceptions affect the buyer's obligation to close and its remedies after closing.
Read articleEarnouts in M&A Deals: Drafting a Price That Depends on Future Performance
A seller may value a business at $8 million based on projected growth while a buyer values the same business at $6 million after discounting those projections for execution risk. The parties can place some of the purchase price behind the disputed forecast through an earnout.
Read articleEscrows and Holdbacks in M&A Deals: Funding Post-Closing Obligations
After closing, a buyer may have an indemnification claim, a working capital adjustment, or a right to recover for a known liability. The payment mechanism determines whether the buyer can collect from dedicated funds or must pursue the seller.
Read articleNoncompetes and Transition Agreements After a Business Sale
A buyer that pays for a business's goodwill expects the seller to leave its customer relationships, workforce, reputation, and operating knowledge with the business. A seller who opens a competing company after closing can redirect those relationships before the buyer has time to establish them. Sale agreements address that risk through noncompetition and nonsolicitation covenants, while transition services and consulting agreements define the seller's permitted post-closing work.
Read articleM&A Closing Mechanics and Post-Closing Obligations
At closing, the buyer pays the agreed consideration, the parties release signed documents, and ownership transfers under the purchase agreement and the applicable transfer instruments. That exchange requires more than a signature on the purchase agreement. Counsel must confirm authority, closing conditions, funds flow, debt payoff, lien releases, ancillary agreements, and the exact time when each party may release its signatures.
Read articleRelated Work
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