Partner-led counsel for selling or buying a company in Illinois and across the Midwest, from sell-side preparation and the letter of intent through due diligence, earn-out structures, and closing, run from the firm's Chicago-area offices.
Hart David Carson LLP's M&A attorneys in Chicago represent business owners, founders, and private-capital sponsors selling and buying companies across Illinois and the Midwest, from sell-side preparation through letter of intent, due diligence, earn-out negotiation, and closing. Founded in 2013 and based in Chicago, with its principal office at 1 East Erie Street in River North (by appointment) and a second office in Oakbrook Terrace, the firm is a corporate and private-capital boutique shaped by the middle-market transactions that define this region's economy.
Our mergers & acquisitions practice sits within 17 practice groups and more than 175 focus areas, so a transaction's tax, employment, real-estate, intellectual-property, and regulatory questions are answered inside one deal team. Meeting locations by appointment in Washington DC, Greenville, Charleston, Houston, Austin, and Miami extend the practice nationally. London, Dubai, and a partner network coordinating locally admitted counsel across roughly 51 jurisdictions carry it across borders.
Deal teams are partner-led. Joel J.H. Funk, the firm's Managing Partner, concentrates on mergers, acquisitions, and corporate transactions; Jonathan D. Herpy, Sr., Senior Partner, leads the firm's private-equity, capital-markets, and digital-assets work. Where a transaction raises securities questions or matters before the SEC or the IRS, the same team carries them, and one Chicago partner stays accountable to you from the first conversation to the closing wire.
Preparing a company for sale months before it goes to market, through corporate cleanup, contract and consent review, data-room assembly, and structuring decisions, so owners negotiate from strength and diligence holds no surprises.
Counsel for strategic and private-capital buyers acquiring companies in Illinois and across the Midwest, covering offer structuring, diligence scoping, purchase-agreement negotiation, and financing coordination through closing.
Negotiating the LOI before exclusivity tilts the table toward the buyer: price and structure, the scope and limits of exclusivity, and the terms that are hardest to move once diligence is underway.
Managing diligence on either side of the table, including data rooms, disclosure schedules, and the legal, tax, employment, IP, and regulatory review that bears on price, structure, and indemnities.
Drafting and negotiating the definitive agreement, from representations and warranties and indemnification to escrows and holdbacks, earn-out metrics and covenants, and rollover equity terms.
Driving the transaction to a disciplined closing and handling what follows: working-capital true-ups, purchase-price adjustments, earn-out administration, indemnity claims, and integration support.
Buyers price uncertainty. A seller who has cleaned up records, contracts, and consent issues before going to market defends valuation in diligence. One who has not surrenders it in renegotiation.
Once a letter of intent grants exclusivity, negotiating power shifts to the buyer. The terms that matter most, price mechanics, structure, and key conditions, should be fought for before it is signed.
Most price reductions, restructurings, and broken deals originate in diligence findings. Managing what surfaces, when, and on whose terms is a core part of the legal work.
Deferred consideration is only as good as its metrics, covenants, and dispute-resolution terms. An earn-out that is loosely drafted is an invitation to litigate rather than collect.
Asset sale or equity sale, rollover equity, installment terms. The structuring decisions made early determine what a seller keeps after tax, and they are difficult to unwind late in a deal.
Buyers of Illinois companies are frequently out-of-state or offshore. Multi-state and cross-border execution, on entity, tax, employment, and regulatory questions, has to be coordinated in advance.
Months before any buyer appears, the company is made saleable: cap table and minute books reconciled, change-of-control and consent provisions flagged, asset-versus-equity structure modeled for the after-tax result, and the data room built on the seller's terms.
The brief interval before exclusivity is signed is where the seller's position is strongest. Price mechanics, structure, escrow and earn-out headline terms, and the scope of exclusivity are fought for now, because once the LOI locks, every open point moves the buyer's way.
The buyer's teams work the data room while the purchase agreement is negotiated in parallel, covering reps and warranties, disclosure schedules, indemnity caps and baskets, and earn-out metrics and covenants, with findings surfaced early rather than weaponized late.
Consents land, funds flow, and the wire clears. Then the deal keeps running through working-capital true-ups, purchase-price adjustments, earn-out administration, and indemnity claims, managed by the same Chicago partner who opened the file.
A company is sold twice, once at the letter of intent and again in everything that follows.
Well before a buyer is at the table, ideally six to twelve months ahead of a planned sale. Sell-side preparation is where much of a deal's value is protected: cleaning up corporate records and contracts, resolving ownership and consent issues, assembling diligence materials, and structuring the transaction for the best after-tax result. Owners who prepare before signing a letter of intent negotiate from a stronger position and close with fewer surprises.
The letter of intent fixes the headline terms, and everything after it is execution. We manage the diligence process, negotiate the definitive purchase agreement (representations and warranties, indemnities, escrows, and closing conditions), coordinate third-party and regulatory consents, and drive the transaction to a disciplined closing. Because the balance shifts to the buyer once exclusivity begins, we press to resolve the terms that are hardest to move before the LOI is signed.
An earn-out defers part of the purchase price and ties it to the business hitting agreed targets, such as revenue, EBITDA, or specific milestones, over a period after closing. Earn-outs bridge valuation gaps, but they are among the most disputed provisions in private M&A, so the drafting carries the value. The metrics and measurement mechanics, the covenants governing how the buyer must operate the business during the earn-out period, and the acceleration and dispute-resolution terms all determine whether deferred consideration is collectible.
Diligence is the structured examination of a business before closing: corporate records, material contracts, financial statements, tax positions, employment and benefits, intellectual property, data privacy, litigation, and regulatory compliance. On the sell side, we prepare the data room and manage disclosure so issues surface early and on the seller's terms. On the buy side, we scope diligence to the risks that bear on price, structure, and the indemnity package.
Yes. The practice runs from our Chicago and Oakbrook Terrace offices across the Midwest and nationally, supported by meeting locations by appointment in New York, Washington DC, Greenville, Charleston, Houston, Austin, and Miami. Cross-border transactions draw on our London and Dubai offices and a partner network coordinating locally admitted counsel across roughly 51 jurisdictions, with one Chicago partner accountable for the whole transaction.
Deal teams are partner-led and deliberately lean. Joel J.H. Funk, the firm's Managing Partner, concentrates on mergers, acquisitions, and corporate transactions, and Jonathan D. Herpy, Sr., Senior Partner, leads the firm's private-equity, capital-markets, and digital-assets work. One partner stays accountable to you from engagement through closing, drawing on 17 practice groups and more than 175 focus areas as the transaction requires.
Multi-jurisdiction acquisitions and sales, with foreign investment review, regulatory clearances, and deal structuring when a transaction crosses borders.
Explore →Separation planning, transition services, and stranded-cost analysis when only a division or business line is sold.
Explore →Structuring shared ventures, from governance, control, and deadlock terms to contributions, IP sharing, and the exit mechanics that keep an alliance workable.
Explore →Sponsor and management buyouts of public companies, including special-committee process, fiduciary considerations, and Rule 13e-3 compliance.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.