Counsel across the hold period and the realization, covering board governance and add-on support, value-creation legal work, and the structuring and execution of the exit that defines a vintage.
Delaware lets parties to a contract worth $100,000 or more agree that claims survive for up to 20 years, which is why a sponsor's exit begins with the survival clause rather than the price. General representations now commonly expire at twelve to eighteen months, fundamental ones run to the statute of limitations, and a representation-and-warranty policy carries most of what sits between.
The hold is where the exit is won or lost. Change-of-control consents are mapped in year one, not in the week a bid is due; every dividend is declared out of surplus under Section 170 and minuted as such; each add-on closes with its earn-out and its consents documented so the platform presents as one company. A data room assembled from a record kept this way confirms the equity story. One assembled from a reconstruction tends to reprice it.
At the realization we negotiate for a fund that will have distributed the proceeds before the first claim arrives, which is why the escrow, the policy and the disclosure schedules get the hours the headline price does not.
Counsel to sponsor-appointed directors and portfolio-company boards on committee process, conflicts and related-party policy, and the documentation that keeps board decisions defensible through to the exit.
Approval and documentation of follow-on financings, dividend distributions, and intercompany arrangements during the hold, structured with lender covenants and the eventual exit both in view.
Legal execution of bolt-on acquisitions, commercial contracting, and the value-creation initiatives that build a platform, with each add-on closed so it integrates cleanly into the eventual sale process.
Pre-process legal housekeeping, including corporate-record cleanup, contract and consent organization, and contingent-liability resolution, so a buyer's diligence confirms the story instead of unraveling it.
Purchase-agreement terms, representations and indemnities, escrow and survival, and representation-and-warranty insurance, negotiated and closed across strategic sales, recaps, and sponsor-to-sponsor secondaries.
Securities, disclosure, and governance preparation for a public-market exit, with registration and reporting obligations addressed before the process launches and locally admitted counsel coordinated where a cross-border listing requires it.
Every contract, lease and license with a change-of-control or anti-assignment clause is a buyer's condition in waiting. Kept current from acquisition onward, the list tells the sponsor which counterparties to approach, in what order and how early. Built the month before a process, the same list sets the timetable, and the buyer knows it.
A sale turns on the purchase agreement and the insurance behind it. A dividend recapitalization needs lender consent and surplus under Delaware Section 170. A listing brings a registration statement, the customary 180-day lock-up and Rule 144 limits on later sales. A continuation fund needs the limited partner advisory committee to approve the conflict.
With representation-and-warranty insurance in place, the buyer's first losses fall inside a retention before the policy pays, and the purchase agreement decides how much of it the seller funds through escrow. Known issues and everything in the disclosure schedules are excluded from cover, so the schedules are drafted as carefully as the representations they qualify.
Under Delaware Section 220 a stockholder with a proper purpose can inspect the books and records, and a buyer's counsel will ask for the same minutes in diligence. Decisions on dividends, related-party terms and management equity are minuted with the surplus calculation, the approving committee and the advice relied on, or re-argued at exit.
A bolt-on that closes loosely becomes a diligence problem at exit. Earn-outs, consents, and integration documentation handled properly during the hold let a platform present as one company rather than several stitched together.
A buyer that triggers merger control abroad, or a national-security review, sets the timetable. CFIUS reviews for 45 days and may investigate for 45 more, the United Kingdom's screen runs 30 working days, and the European Commission's first phase is 25. The process is sequenced around the longest, with local counsel making each filing.
The equity story is set in writing while the ink is still wet: board composition and committee charters, the shareholders' agreement put into operating practice, management incentive equity granted, and the 100-day plan's legal workstreams sequenced against lender covenants.
Add-ons are signed and integrated, follow-on financings and dividends are approved against the credit agreement's baskets, and every board decision is minuted for the buyer's counsel who will eventually read it.
Twelve to eighteen months out, we run the sale against the company before a buyer can: corporate record reconstructed to clean, change-of-control consents mapped, contingent liabilities settled or reserved, and the data room assembled so it confirms the story instead of complicating it.
The route is chosen from a strategic sale, a sponsor secondary, a recap, or an IPO, and the exposure is engineered down. Reps are negotiated against an R&W policy, escrow and survival are compressed, and the proceeds distribute so the fund moves on with nothing following it out.
A company managed as if the sale were always coming is the only one that sells cleanly when it is.
The legal life of the company between the acquisition wire and the distribution of proceeds. In the hold that means board and committee process, dividends and intercompany arrangements tested against the credit agreement and Delaware's surplus rules, and add-on acquisitions closed so they integrate. At the exit it means choosing the route, a sale, a recapitalization or a listing, preparing the company for the buyer's diligence a year ahead, and negotiating the purchase agreement, the insurance and the escrow that decide what the fund keeps.
Twelve to eighteen months before launch for the formal readiness work, and from day one for the habits it depends on. The readiness review reads the company as a buyer would: the corporate record is completed, change-of-control consents are listed with the counterparties who hold them, and contingent liabilities are settled or reserved with a number. Option grants are checked against the Section 409A valuations that supported them, and a vendor diligence report is commissioned if the process will be competitive. A company whose minutes, consents and cap table have been kept current since closing finishes that review in weeks. One that has not spends the review explaining.
Sponsor-appointed directors owe the same fiduciary duties as any other director, to the company and all of its stockholders rather than to the fund that appointed them, and that tension sharpens at dividends, related-party fees and the exit itself. We help the board keep a record that reflects it: committee charters that match the shareholders' agreement, dividends declared with a surplus calculation on file, and management fees to the sponsor approved by the directors it did not appoint. The minutes show what was considered. A Delaware stockholder can demand those books and records under Section 220, and a buyer will ask for them anyway.
The common routes are a sale to a strategic or financial buyer, a dividend recapitalization and a sponsor-to-sponsor secondary. An initial public offering is the fourth, and the legal weight sits in a different place for each. A sale is decided by the purchase agreement, the disclosure schedules and the insurance behind them. A recapitalization is decided by the credit agreement's consent and restricted-payment terms and by whether the company has the surplus Delaware requires. A listing is decided by the registration statement, the lock-up and the Rule 144 limits on what the sponsor may sell after it. A secondary to the sponsor's own continuation vehicle is decided by the limited partner advisory committee and the fairness process the partnership agreement requires.
By deciding at signing what survives and for how long. Delaware lets the parties set survival up to 20 years on a contract of $100,000 or more, so the sponsor negotiates general representations down to twelve to eighteen months, fundamental ones to the statute of limitations, and an indemnity cap and basket that match the representation-and-warranty policy. The policy then carries most claims above its retention, the escrow funds the seller's share of that retention, and the disclosure schedules fence off what the sponsor already knows. After the proceeds are distributed the fund is relying on those four documents and nothing else.
Yes. A buyer based abroad or a listing outside the United States brings in merger-control filings in each jurisdiction where turnover thresholds are met, national-security screening such as CFIUS, and local-law opinions on the target's foreign subsidiaries. The sale process is sequenced around the longest of those clocks. Hart David Carson LLP runs the matter from Chicago, with offices in London and Dubai through partner firms and a partner network of locally admitted counsel in about 51 jurisdictions, so one partner holds the timetable while local counsel make the filings.
Sponsor-side counsel for control acquisitions and public-to-private transactions, the entry point of the investments this practice carries to exit.
Explore →Bolt-on acquisition and platform-building counsel, the value-creation work that runs through the hold period and shapes the eventual sale story.
Explore →Counsel on growth and minority positions, covering board rights, protective provisions, and the governance footing that carries a minority stake to its own exit.
Explore →Structuring for co-investment vehicles and multi-sponsor club deals, with the alignment and exit terms that let several capital sources realize together.
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.