Question 1

WHEN SHOULD I HIRE AN M&A ATTORNEY — BEFORE OR AFTER THE LOI IS SIGNED?

Accepted Answer

Ideally, involve counsel before you sign or send a letter of intent (LOI), especially if there’s any deposit, exclusivity, SBA financing, rollover equity, or licensing/regulatory issues. If your LOI is already in motion or signed, you’ll want to speak with counsel as soon as possible so you can best utilize your exclusivity period and complete legal due diligence, the purchase agreement, and ancillary transaction documents in time for closing. You can schedule a complimentary consultation call with our team at Dean Street Law here.

Question 2

WHAT DOES YOUR LOI SUPPORT INCLUDE?

Accepted Answer

We help you structure a deal to maximize your return on investment, whether you’re acquiring or exiting. By understanding your goals and terms, we help you negotiate and document price, structure (asset vs. stock), working capital, exclusivity, due diligence timeline, seller financing/earnouts, noncompete and non-solicitation provisions, and key closing conditions in the LOI. The goal is to set the foundation for your deal to minimize broken-deal costs and reduce the risk of the deal falling through due to misalignment on key terms. We’ll also discuss what is strategic to negotiate, and when, especially if there is a competitive bidding process. If you’d like help with your LOI, you can schedule a complimentary consultation call with our team at Dean Street Law here. If you’d like to DIY it, you can access our complimentary LOI Masterclass here and our battle-tested LOI templates here.

Question 3

ASSET PURCHASE VS. STOCK PURCHASE — WHAT’S THE DIFFERENCE AND WHICH ONE IS “BETTER”?

Accepted Answer

Which structure is feasible (or advisable) depends on the business. Asset purchases or sales typically allow a buyer to exclude certain liabilities and select which assets transfer. However, this requires that the relevant asset classes are transferable, because each asset type is legally transferred differently (for example, title to a vehicle versus a deed to real estate). Stock (or equity) purchases or sales transfer the entity itself, which is often necessary when contracts, licenses, permits, or other key rights are difficult to transfer. Either structure can be negotiated to manage risk through due diligence, representations and warranties, covenants, indemnities, escrow/seller notes, and closing conditions. In some cases, legal due diligence is needed to determine the best path to closing. You can learn more about the two types of purchases or sales in our Dealmaking with Laura DiFrancesco podcast episode here or discuss it further on a complimentary consultation call.

Question 4

HOW LONG DOES IT USUALLY TAKE TO CLOSE A LOWER MIDDLE MARKET / ETA ACQUISITION?

Accepted Answer

Many privately held business acquisitions and sales close in the ~60–90 day range after the LOI is signed, but timing varies based on seller diligence readiness, lender underwriting (including SBA), third-party consents, and how quickly both sides review and revise drafts of the purchase agreement and ancillary transaction documents. We recommend completing due diligence and circulating a first draft of the purchase agreement by roughly the 30% mark of the timeline to the target closing date. That typically requires engaging counsel before, or immediately after, the LOI is signed, particularly if you have a hard deadline. If a buyer is fundraising and investors are still being lined up, it may take 120 days or more. During our first phase of engagement after the LOI has been signed, we prepare a closing checklist and timeline with a Gantt chart that shows what needs to be completed (and when) in order to close by the target closing date. You can schedule a complimentary consultation call with our team at Dean Street Law here.

Question 5

WHAT HAPPENS IF THE DEAL FALLS APART? HOW DO YOU HELP MINIMIZE “BROKEN DEAL” COSTS?

Accepted Answer

Broken deals are most often the result of (i) financial diligence or quality of earnings surprises, (ii) misalignment on material terms, or (iii) financing underwriting. We help reduce risk by aligning on material deal terms at the outset and sequencing due diligence so you’re not discovering “deal-breakers” at the purchase agreement stage. On the buy side, we typically begin our engagement prior to, or immediately after, the LOI is signed so the seller can begin responding to due diligence questions and populating the data room, and the buyer can hold off on a full legal due diligence review until high-level financial diligence is complete. We also structure payment terms so you’re only responsible for the portion of the work you authorize us to move forward with. If the deal ends after due diligence preparation, you’re not responsible for the remainder of the legal fees for the transaction. If you pay in full, you’ll receive a credit for the remaining portion of the scope of work that hasn’t been performed, which can be applied to a future deal. You can schedule a complimentary consultation call with our team at Dean Street Law to learn more about our pricing and scope of work here.

Question 6

DO YOU HANDLE INDUSTRY-SPECIFIC ISSUES LIKE HEALTHCARE LICENSES, CHANGE-OF-OWNERSHIP, OR REGULATED BUSINESSES?

Accepted Answer

Yes. For regulated businesses (healthcare is a common example), we evaluate licensing and transfer approval requirements and then build the deal structure and closing checklist around them. This may include post-closing transition services or management services agreements when approvals, payer enrollment, or change-of-ownership timelines don’t match the desired closing date. We discuss healthcare deals in this episode of the Dealmaking with Laura DiFrancesco podcast. If you’d like to discuss industry-specific issues for your deal, you can schedule a complimentary consultation call with our team at Dean Street Law here.

Question 7

HOW DOES PRICING WORK, AND WHAT SHOULD I BUDGET FOR LEGAL FEES?

Accepted Answer

We offer transparent, flat fee pricing with a defined scope of work based on transaction complexity and structure. For business purchases and sales, we provide milestone-based payments to align legal work with deal progress and reduce exposure if a deal doesn’t close. If you’re comparing firms, start with three questions: (1) what’s included (legal due diligence + purchase agreement + ancillary documents + closing support), (2) what triggers out-of-scope work, and (3) how broken-deal risk is handled. To learn more about our pricing, you can:
Visit Pricing
Explore our pricing episode on Dealmaking with Laura DiFrancesco
Schedule a complimentary consultation

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