WHAT DOES A CORPORATE ATTORNEY DO IN A MERGER OR ACQUISITION?

A corporate attorney helps structure the deal from the ground up. They draft and negotiate the purchase agreement, coordinate due diligence, identify and allocate risk through contract provisions, and make sure the transaction complies with all applicable laws and regulations. In short, they protect your interests while helping the deal move forward smoothly.

WHEN SHOULD I HIRE AN M&A ATTORNEY?

Ideally, before you sign a letter of intent (LOI). Getting legal guidance early helps you structure the deal correctly from the start and protects your negotiating leverage. Waiting too long can limit your options and create unnecessary risk.

WHY DOES CAPITAL STRUCTURE MATTER IN AN ACQUISITION?

Capital structure determines who has control, how cash flows are distributed, and what happens at exit. Debt terms, equity dilution, preferred returns, and governance rights all directly impact your outcome. Two buyers can acquire the same company at the same price and end up with completely different financial results, simply because they structured the financing differently.

DEAN STREET LAW

About Laura DiFrancesco, Esq.

Professional Experience

Laura DiFrancesco is the Founder and Managing Attorney of Dean Street Law, a boutique corporate firm focused on mergers and acquisitions, commercial transactions, and strategic business advisory. Over the past eight years, she has worked closely with founders, business owners, investors, and acquisition entrepreneurs, guiding them through complex deals with clarity, precision, and a strong business mindset.

Through Dean Street Law, Laura has negotiated hundreds of multimillion- and multibillion-dollar transactions, representing small businesses and Fortune 500 companies. She’s known for her practical, solution-oriented approach by structuring deals that not only protect her clients well but also support their long-term business goals.

Laura also founded Flourish Coworking Space, Ethereal Farms, Laura DiFrancesco LLC, and more. In addition, she is the author of Entrepreneurship Through Acquisition: A Legal Guide to Buying a Small Business, a comprehensive legal resource designed to help acquisition entrepreneurs and searchers confidently navigate the ETA process; creator of Acquisition Insights, a 80+ lesson course on the legal aspects of buying a business; and host of Dealmaking with Laura DiFrancesco.

Before founding Dean Street Law, Laura spent 8 years in Big Law, earning multiple professional distinctions. Now, as both an attorney and a business owner herself, she understands firsthand the operational, financial, and strategic challenges her clients face — making her a thoughtful and trusted advisor throughout the full lifecycle of a business.

Laura earned her B.A. from the University of South Carolina, where she became the first student in school history to triple major in just three years. She later earned her JD & MBA from Villanova University.

Areas of Legal Focus

Mergers & Acquisitions (Buy-Side and Sell-Side)
Entrepreneurship Through Acquisition (ETA)
SBA & Acquisition Financing Structures
Corporate Governance & Advisory
Commercial Contracts & Negotiations
Real Estate & Finance Transactions
Divestitures & Business Restructuring

Representative Transactions and Client Work

Led negotiations on multimillion- and multibillion-dollar transactions for small businesses and Fortune 500 companies
Represented both buyers and sellers in complex mergers and acquisitions
Structured and negotiated acquisition agreements, including asset and stock purchase agreements
Advised searchers and acquisition entrepreneurs on building and structuring their capital stacks
Negotiated seller notes, mezzanine financing arrangements, and equity partnerships
Counseled business owners on corporate governance, restructuring, and long-term strategic growth

Laura’s background as an entrepreneur who has closed $10B+ in transactions grounds her practice in thorough due diligence, thoughtful capital structuring, and clear, direct communication. She focuses on protecting her clients’ interests while keeping deals moving efficiently, balancing strong legal safeguards with practical business execution.

Awards and Professional Recognition

THE HERMAN-MITCHELL SCHWARTZ AWARD

VILLANOVA UNIVERSITY

Awarded for contributions to advancing equality of opportunity and treatment for women.

DOROTHY DAY SERVICE AWARD

VILLANOVA UNIVERSITY

Recognized for significant pro bono contributions to the community.

EMERGING LEADER AWARD

MAIN LINE CHAMBER OF COMMERCE

Honored for professional achievement and leadership.

DEAN’S AWARD FOR UNDERGRADUATE ACHIEVEMENT

UNIVERSITY OF SOUTH CAROLINA

Awarded for academic excellence, including becoming the first student in university history to triple major in three years.

ACG UNIVERSITY GRADUATE

ASSOCIATION FOR CORPORATE GROWTH

Completed an intensive seven-part immersion program focused on the lifecycle of M&A dealmaking.

LEADERSHIP MAINLINE GRADUATE

MAIN LINE CHAMBER OF COMMERCE

Completed a six-month leadership and legacy development program for regional business leaders.

Memberships and Organizations

COMMERCIAL REAL ESTATE WOMEN (CREW) PHILADELPHIA

CREW Philadelphia fosters professional relationships in commercial real estate. As an active member, Laura leads the Membership Committee event planning and support programming that strengthens professional development and deal-community connections.

VILLANOVA SCHOOL OF LAW (SCARPA CENTER FOR ENTREPRENEURSHIP & LAW)

As an Entrepreneur in Residence for Spring 2026, Laura mentors students through office hours, assists with student competitions, and guest lectures on entrepreneurship, dealmaking, and corporate law in practice. In addition, she has been a Judge for the Scarpa Center’s Negotiation Competition and the regional American Bar Association Arbitration Competition and a Judge and Mentor for Villanova’s Pitch Day, supporting student development in entreprenuership, negotiation and advocacy.

CHESTER COUNTY ETA ROUNDTABLE

Laura is an active participant in the local entrepreneurship through acquisition community of searchers, operators, and professionals.

NEW MAJORITY CAPITAL BETA PROGRAM

Laura is a regular speaker supporting acquisition entrepreneurs through program content and events, centered on law in the ETA space.

ETA CONFERENCES, CLUBS & EVENTS

As an active member of the broader ETA ecosystem, she supports the community through ongoing speaking, education, and office hours.

Speaking Engagements

Laura regularly speaks at M&A and ETA focused conferences, professional organizations, and educational forums on topics such as deal structure, capital stack design, transactional risk allocation, and governance strategy.

Drawing from her experience advising founders, investors, and acquisition entrepreneurs, she delivers practical, transaction-driven insights that bridge legal strategy with deal execution, all backed by an entrepreneur’s perspective. Her presentations explain complex deal mechanics, such as asset vs. stock structures, earnouts, seller financing, indemnification frameworks, and post-closing governance, in clear, actionable guidance that empowers buyers and operators to navigate transactions confidently and strategically.

JURISDICTION AND BAR ADMISSIONS | PENNSYLVANIA & DELAWARE

Frequently Asked Questions

Entrepreneurship Through Acquisition (ETA) is a path to business ownership in which you buy and operate an existing small or mid-sized company rather than starting one from scratch. Rather than building from zero, you step into an established operation with existing revenue and infrastructure. Proper legal structuring is essential to protect your ownership, maintain control, and preserve long-term upside.

The Book

Laura is the author of the upcoming book Entrepreneurship Through Acquisition: A Legal Guide to Buying a Small Business, a practical legal roadmap for founders, searchers, and investors pursuing ETA.

The book explains:

Acquisition financing structures (SBA loans, seller notes, mezzanine debt, private equity, and search fund capital)
Key transaction documents and risk allocation mechanics
Securities law compliance in capital raises
Capital stack design and long-term ownership strategy
Negotiation frameworks for protecting party interests

The book is designed to help acquisition entrepreneurs move beyond simply “getting a deal done” and instead build sustainable ownership structures that support long-term financial and strategic goals.