Buy-side and sell-side counsel for the transaction that changes a company, from deal structuring and diligence through the purchase agreement and the post-closing terms, run by one partner across three time zones.
A purchase price is agreed twice. The headline is fixed at signing; the amount the seller keeps is settled in a working-capital true-up two or three months after closing, against a peg and accounting policies written into the agreement. The escrow, the indemnity cap and the survival period for the representations then decide how much of that price can still move.
We act for buyers and sellers from the letter of intent to the last escrow release. Structure comes first: a stock purchase carries the target's history and an asset purchase leaves most of it behind, and where the target is an S corporation or a group subsidiary, a Section 338(h)(10) election gives the buyer asset-deal tax treatment while the seller still sells stock. Diligence then reads the target's contracts, liabilities and tax position against the price, and whatever it finds migrates into the schedules, the indemnity or the number.
One partner is accountable end to end and brings in the firm's tax and employment lawyers as the deal reaches them. We stay through integration, because the closing checklist is the first page of the enforcement record.
Choosing the right transaction form among asset purchase, stock or equity purchase, merger, and recapitalization, and modeling the tax, liability, and consent consequences of each before the letter of intent is signed.
Running buy-side diligence and managing the sell-side data room, reading the target's contracts, liabilities and tax history against the price so that each exposure found is priced, scheduled or indemnified before signing rather than discovered after it.
Drafting and negotiating the LOI, the term sheet, and the definitive purchase or merger agreement, including representations and warranties, covenants, conditions, indemnification, and the disclosure schedules that frame them.
Assessing the antitrust and pre-merger notification profile, sector-specific approvals, and foreign-investment review, and building the filing and clearance steps into the deal timeline, with co-counsel coordinated where a regime requires it.
Coordinating the debt and equity that funds a transaction, including financing commitments, rollover equity, management incentive arrangements, and the security and intercreditor terms a lender will require at closing.
Managing the closing mechanics and the obligations that outlive them: the working-capital true-up, the earn-out and escrow releases, and the transition services and restrictive covenants that govern the first year of the combined business.
An asset purchase needs consent to assign each contract with an anti-assignment clause; a stock purchase needs none, but trips every change-of-control clause. Add the basis step-up an asset deal gives and most stock deals do not, and the choice turns on the target's contracts and tax profile, not habit.
Every diligence finding ends in one of three places: the price, the disclosure schedules or the indemnity. A finding left in the memo is a risk the buyer has accepted. Where representations and warranties insurance is used, the underwriter reads the same reports and excludes whatever was not examined.
A general representation commonly survives twelve to eighteen months, with claims subject to a deductible or tipping basket and capped at a fraction of the price; fundamental representations on title and authority survive far longer, capped at the price. Those three terms, not the representation, decide what a breach is worth.
A reportable deal cannot close until the HSR waiting period runs, and a second request restarts it. The HSR form adopted in 2025 asks for deal-rationale narratives and many more documents, so the filing takes weeks to assemble. Until clearance the buyer may not direct the target's business; doing so is gun-jumping.
An earn-out is a deferred argument about accounting. It needs a defined metric, the accounting policies that measure it and covenants on how the buyer will run the business meanwhile; without the third, the seller is betting on a company it no longer controls, and the dispute clause becomes the operative provision.
In an asset sale the seller owes any WARN Act notice for layoffs through the closing date and the buyer owes it after, so a reduction planned for the morning after closing is the buyer's sixty days to give. Employment and tax questions arrive on the deal's timetable, never their own.
Before anything is signed, the deal's skeleton is set: asset or equity, price mechanism, exclusivity window. The LOI is mostly non-binding, but the negotiating position it fixes rarely moves again.
The data room opens and the target's contracts, liabilities, IP, and tax history are read against the price. Every exposure found migrates into the disclosure schedules or into the number.
The definitive agreement is signed, but the deal is not done. The target operates under interim covenants while antitrust filings, third-party consents, and any foreign-investment review run to clearance.
Funds flow and control passes. Then the working-capital true-up, earn-out measurements, escrow releases, and transition services begin, and the provisions drafted for this stretch are the ones that get enforced.
The wire transfer takes seconds. Who bears each risk was decided months earlier, clause by clause.
An M&A lawyer decides, with the client, who carries each risk in the sale of a business and then writes that decision down in a form that can be enforced. In practice that means choosing the structure and modeling its tax and consent consequences, running or answering diligence and turning what it finds into price, schedules or indemnity, and negotiating the purchase agreement and the ancillaries that outlive the closing. The lawyer also keeps the timetable honest, since antitrust clearance and third-party consents set the closing date more often than the parties do.
In a stock or equity deal the buyer acquires the ownership interests of the target and takes the company as it stands, assets and liabilities together. In an asset deal the buyer purchases selected assets and assumes only the liabilities it agrees to, leaving the rest behind. The choice drives tax treatment, the consents required, and how much historical risk transfers, which is why we model it before the letter of intent rather than after.
Because it is the only point at which the buyer learns what it is buying at a price it can still change. Diligence reads the target's contracts, liabilities and tax history against the headline number, and each finding is resolved one of three ways: it moves the price, it is disclosed on a schedule so the seller is not in breach, or it is covered by a specific indemnity and escrow. A finding that stays in the report has been accepted. Sellers who run their own diligence before going to market find the same issues earlier and keep more of the price.
Many do, and the filing is the buyer's to calendar. In the United States a transaction above the Hart-Scott-Rodino size-of-transaction threshold, which the FTC revises each year, cannot close until the 30-day waiting period expires, or 15 days for a cash tender offer, and a second request can add months. Regulated targets add their own gate: bank, insurance and communications regulators each approve a change of control on their own timetable, and a foreign buyer may face CFIUS. We map every filing before signing and build the outside date around the slowest of them.
From Chicago, with London and Dubai offices through partner firms and a partner network of locally admitted counsel in about 51 jurisdictions. One partner is accountable for the whole transaction and coordinates the local counsel who advise on their own law; we advise on US law and the structure of the deal and do not opine on foreign law. The sequencing matters as much as the advice, since CFIUS review runs 45 days from acceptance of a notice, the UK's National Security and Investment regime 30 working days, and notarial or registry formalities set the closing day in several civil-law countries. We file the slowest first.
Closing is where the paper starts to be tested. Within two or three months the buyer delivers a closing statement and the working-capital true-up is argued, often before a neutral accountant under the agreement's own procedure. Earn-out periods then run against the metric and the operating covenants the parties agreed, escrow releases fall due on the dates the agreement fixed, and the transition services wind down on their schedule. Disputes cluster where those terms were drafted loosely, so we draft them to be administered by people who were not in the room, and we stay on the file through integration.
Multi-jurisdiction acquisitions, with foreign-investment review, regulatory clearances, and locally admitted counsel coordinated under one partner across three time zones.
Explore →Separating a business unit cleanly, from separation planning and transition services to the stranded-cost and standalone questions a carve-out has to answer.
Explore →Sponsor and management buyouts of public companies, with the special committees, Rule 13e-3 disclosure, and fairness process a going-private deal demands.
Explore →Structuring shared ventures, with the governance, control and deadlock terms, and contribution and exit mechanics that hold the partnership together over time.
Explore →Counsel for public-company transactions and the disclosure, governance, and shareholder considerations that attach when a buyer or target is listed.
Explore →Board process, fiduciary duty, and securities compliance, the governance framework a board relies on when approving and defending a deal.
Explore →Entity selection and corporate structuring built so the form fits the operations, the financing, and the transactions the company is planning for.
Explore →De-SPAC mergers, business combinations, and alternative routes to the public markets, with the structuring and disclosure they require.
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.