OVERVIEW

We help founders and their companies prepare for and complete liquidity events.

PREPARATION

We work with clients well in advance of a transaction to maximize value and eliminate friction.

Our sell-side preparation includes organizing corporate records, closing documentation gaps that could lead to special indemnities, and addressing operational or contractual issues that might reduce value once buyer diligence and negotiations begin.

We also identify potential third-party hurdles to completing transactions, like key customer, supplier, landlord, and regulatory consents.

PROCESS STRATEGY & DEAL STRUCTURE

We help clients evaluate and select optimal sales strategies.

We advise on the strategic tradeoffs between running a competitive auction process and entering into a proprietary deal. 

We consider different transaction structures and help clients evaluate the tax and other considerations necessary to select one.

We draft process letters, exclusivity terms, and confidentiality agreements tailored for the transaction. We evaluate and negotiate indications of interest and letters of intent as they are received.

When needed, we recommend other service providers, including investment bankers, tax advisors, valuation experts, and data room vendors.

Bringing us in early ensures a seamless, disciplined process from day one.

EXECUTION

We serve as lead sell-side counsel across a full spectrum of transactions involving cash proceeds, seller financing, and rollover equity.

Our experience includes complete exits as well as recapitalizations where founders retain majority or minority stakes in the go-forward platform.

We draft and negotiate all primary and ancillary transaction agreements—including equity or asset purchase agreements, rollover terms, governance documents, seller notes, restrictive covenants, earnouts, non-competes, and executive employment agreements—and manage the complete disclosure schedules process. We help clients evaluate financial terms and provisions, including working capital calculations, cash and cash equivalents, debt and debt-like items, transaction expenses, and purchase price calculations.

Throughout, we act as the central quarterback across all legal, tax, financial, and other advisors. Our goal is precise execution and a timely closing.

POST-CLOSING SUPPORT

Our representation continues beyond closing.

To protect realized value, we monitor compliance with post-closing obligations such as working capital and purchase price true-ups, escrow releases, transition service arrangements, and earnout requirements. We also advise on any post-closing indemnity or breach claims that may arise.