Mergers & Acquisitions

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.