Mergers & Acquisitions
Buying or selling a business is one of the most significant transactions a founder or operator will ever navigate. The legal work — structuring the deal, negotiating terms, conducting diligence, and closing — determines not just whether the transaction succeeds, but whether it delivers the value both parties expect.
I work with founders, small business owners, and operators on M&A transactions under $100 million. My clients are typically the people running businesses, not financial sponsors, which means I focus on outcomes that matter to them: clean closings, fair terms, and minimal post-closing surprises.
Transaction Types
Asset Purchases
In an asset purchase, the buyer acquires specific assets and liabilities of the target business rather than its equity. This structure is common in small business acquisitions because it allows the buyer to select which liabilities to assume and can offer favorable tax treatment. I advise on the allocation of assets, assumption of liabilities, third-party consents, and transition arrangements that asset deals require.
Stock and Equity Sales
In a stock or equity sale, the buyer acquires ownership of the entity itself — including all assets, contracts, and liabilities. This structure is often simpler for sellers, particularly where key contracts or licenses do not permit assignment. I represent both buyers and sellers in equity transactions, advising on representations and warranties, indemnification structures, earnouts, and escrow arrangements.
Joint Ventures and Strategic Transactions
Not every combination is a full acquisition. Joint ventures, strategic partnerships, and partial interest transactions require careful structuring to align economic interests, define governance rights, and establish exit mechanics. I advise on the formation and documentation of joint venture entities and the agreements that govern them.
Diligence and Deal Execution
A well-run M&A process requires legal diligence that is thorough but proportionate to deal size and risk. I work closely with clients to identify legal risks in target businesses — gaps in corporate records, problematic contracts, employment issues, and IP ownership questions — and to negotiate representations, warranties, and indemnities that address those risks without killing deals over theoretical concerns.
Who This Is For
If you are a founder considering an exit, a business owner evaluating an acquisition, or an operator exploring a strategic combination, I can provide the legal counsel you need to execute efficiently and protect your interests throughout the process.