The RightExit. At the Right Time.
Acquisitions, acqui-hires, asset purchases, and exit strategies. Due diligence, deal negotiation, and closing for tech companies.
The M&A Process
LOI Negotiation
Non-binding term sheet covering price, structure, exclusivity, and timeline. Sets the framework for the entire deal.
Due Diligence
Buyer examines financials, contracts, IP, employment, litigation. Data room preparation and response management.
Definitive Docs
Purchase agreement, disclosure schedules, ancillary documents. Reps, warranties, indemnification, escrow terms.
Closing
Signatures, wire transfers, stock transfers, closing certificates. Transition to integration phase.
Transaction Types Compared
Stock Acquisition
Full Company Sale- Buyer acquires all shares
- All assets transfer automatically
- All liabilities assumed by buyer
- Contracts remain in place
- Simpler for seller (one transaction)
- Capital gains treatment possible
Asset Purchase
Selected Assets- Buyer selects specific assets
- IP, equipment, contracts cherry-picked
- Historical liabilities stay with seller
- Contracts require assignment consent
- More complex documentation
- Tax basis step-up for buyer
Acqui-hire
Team Acquisition- Focus on acquiring the team
- Minimal purchase price
- Retention packages for employees
- IP assignment or license
- Company wound down post-deal
- Often faster process
M&A Services
Stock Acquisitions
Full company sales, stock purchase agreements, reps and warranties that protect sellers post-closing.
Asset Purchases
Buying or selling specific assets, IP transfers, contract assignments, assumption of selected liabilities.
Acqui-hires
Team acquisitions, retention packages, IP carve-outs, and wind-down mechanics.
Due Diligence
Sell-side prep, data room organization, buyer request responses. Buy-side review and risk assessment.
LOIs & Term Sheets
Non-binding term negotiation, exclusivity provisions, break-up fees, deal framework.
Earnouts & Escrows
Contingent consideration, milestone definitions, escrow terms, payment protection.
Preparing for Sale: Start 6-12 Months Early
The best exits result from preparation, not luck. Corporate housekeeping: Clean cap table with proper documentation, organized corporate records, resolved disputes. Contract audit: Assignment provisions reviewed, change-of-control triggers identified, IP ownership confirmed. Financial readiness: Audit-ready accounting, understood revenue quality. Well-prepared sellers close faster and often achieve better prices—buyers pay premiums for clean deals.
M&A Terms That Matter
Purchase Price Mechanics
Reps & Warranties
Indemnification
Seller Protections
M&A FAQ
Get answers to common questions about our legal services.
Simple deals can close in 4-8 weeks. More complex transactions with extensive due diligence, regulatory approvals, or complicated earnout structures take 3-6 months or longer. The biggest variables are deal complexity, buyer sophistication, and seller preparation. Well-organized sellers with clean corporate records close faster.
Earnouts are common when there's a valuation gap between buyer and seller expectations. Typical earnouts span 12-24 months, tied to revenue or EBITDA metrics. The key is defining clear, objective milestones that cannot be manipulated by buyer decisions post-closing. Poorly drafted earnouts lead to disputes.
Focus on: accuracy of financials, IP ownership, material contracts, employee/contractor classification, tax matters, and litigation. 'Fundamental' reps (ownership, authority, capitalization) usually survive longer and are not subject to caps. Understanding what is being represented and the survival periods is critical.
Depends on deal size and existing relationships. Brokers add value running competitive processes and maximizing value on larger deals ($5M+). For smaller deals or strategic acqui-hires with an existing buyer relationship, direct negotiation may make more sense. Turley Law can advise on whether a banker would add value for specific situations.
Common outcomes: purchase price reduction, enhanced indemnification, specific escrow for identified risks, or deal termination in severe cases. The key is transparency—problems discovered after closing through breached reps have worse consequences than issues disclosed upfront and negotiated.
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An exit is a once-in-a-career event. Expert guidance through the process, better negotiated terms, and avoidance of common first-time seller mistakes.