Mergers & Acquisitions
Sell-side and buy-side counsel for owner-led companies in the lower middle market, from letter of intent through earn-out.
Overview
Selling a company you built is usually a once-in-a-career event, and the buyer's counsel has done it a hundred times. We balance that table. Our deal team focuses on lower middle market transactions across New England, where most sellers are founders and families rather than private equity funds.
We run readiness reviews 12 to 36 months before a sale, negotiate letters of intent before exclusivity removes your leverage, manage due diligence, and draft the purchase agreement, disclosure schedules, employment and transition terms. On the buy side we help strategic acquirers and search funds understand what they are really buying.
What's included
Scope is confirmed in your engagement letter. These are the pieces most clients need.
- Sell-side readiness review of contracts, title, IP and employment records
- Letter of intent negotiation, including exclusivity and working capital terms
- Data room organisation and due diligence request management
- Asset or stock purchase agreement drafting and negotiation
- Disclosure schedules, escrow, holdback and earn-out provisions
- Seller employment, consulting and non-compete agreements
How we work through it
- 1
Readiness
We audit the company the way a buyer's counsel will and give you a fix list with priorities.
- 2
Letter of intent
Price is only one term. We negotiate structure, escrow, earn-out and exclusivity before you sign.
- 3
Diligence and drafting
We run the data room, answer requests and negotiate the definitive agreement line by line.
- 4
Closing and after
We coordinate funds flow and signatures, then track earn-out, escrow release and covenant deadlines.
Why clients choose us for mergers & acquisitions
Leverage kept longer
Key terms settled in the LOI, while competing buyers are still in the picture.
Fewer price chips
Issues found in readiness are fixed or disclosed early, so they cannot be used to renegotiate.
One coordinated team
We work alongside your banker, CPA and wealth advisor on a shared timeline.
Post-closing protection
Indemnity caps, baskets and survival periods written to limit claims after you are paid.
Fees and what affects them
Sample ranges for illustration. Your written estimate depends on the facts, number of parties and deadlines involved.
Attorneys who lead this work
Sell-side tool
Are you ready for a buyer's diligence list?
This is the request list a buyer's counsel sends in the first week. Tick what you could produce today. Anything you cannot is a term you will negotiate later, from a weaker position.
0 of 21 ready
Start ticking. Most owners can produce about half of this list without help.
Corporate and capitalisation
The gap we find most often: A cap table that does not match what people believe they own, usually because a promised percentage was never documented.
Sellers fix this in the middle of diligence, under time pressure, with the buyer watching. It is the fastest route to a holdback.
Customer and supplier contracts
The gap we find most often: Assignment clauses requiring the counterparty's written consent, in exactly the contracts the buyer is paying for.
Consents become closing conditions. Each one hands a customer leverage over your timetable and sometimes over your price.
Employment and benefits
The gap we find most often: Long-serving contractors who look like employees, and key staff with no enforceable non-solicit.
Classification exposure lands in the indemnity. Unprotected key staff reduce what the buyer is willing to pay for the team.
Intellectual property
The gap we find most often: Code, drawings or brand assets built by a contractor who never signed an assignment.
The buyer cannot confirm ownership of what it is buying. Expect a specific indemnity outside the general escrow.
Real estate and environmental
The gap we find most often: A lease that requires landlord consent on a change of control, discovered in the final fortnight.
Landlords negotiate when they know your closing date. Consent becomes a renegotiated rent.
Tax
The gap we find most often: Sales tax nexus created by remote staff or online sales, never registered anywhere.
Unquantified exposure. Buyers respond with a special escrow that survives longer than everything else.
Litigation and compliance
The gap we find most often: A demand letter that was answered informally and never closed out in writing.
Anything unresolved is treated as a live liability and priced as one.
A readiness score is a prompt for a conversation, not a valuation, a prediction or legal advice. Every transaction turns on its own facts, and nothing here creates an attorney-client relationship.
Mergers & Acquisitions questions
Ideally one to three years before you plan to go to market, and certainly before you sign a letter of intent. Once exclusivity is signed, the buyer controls the timetable and most of the leverage.
Buyers usually prefer an asset sale for liability and tax reasons; sellers usually prefer a stock sale for capital gains treatment. The right answer depends on entity type, contracts that cannot be assigned, and the price adjustment the buyer offers.
Yes. Most of our sell-side matters involve a banker or broker. We coordinate closely so marketing, diligence and legal drafting run on one schedule.
In lower middle market deals we commonly see 5 to 15 percent of the price held for 12 to 18 months. Representations and warranties insurance can reduce or replace it on larger transactions.
Related practice areas
Discuss your mergers & acquisitions matter
A 45-minute first meeting with a written summary and a clear fee estimate. Same-day callbacks, Monday to Friday.