Private company mergers and acquisitions
Buying or selling a business? The structure decides how much of the price you keep.
An asset sale and a stock sale can produce very different after-tax results for the same price, and the terms that matter most, allocation, earnouts, rollover equity, and indemnities, are tax decisions as much as legal ones. Our attorneys and CPAs work the deal together, from the letter of intent to closing, for buyers and sellers of private companies.
- Attorneys and a CPA on the same side of the table
- Structure modeled before terms are negotiated
- Responses within 48 business hours, usually the same day
How we run a deal
Structure first. Before terms are negotiated, we model the after-tax result of the likely structures so you negotiate toward the one that works.
Diligence with an accountant’s eye. Financial and tax diligence is done by people who prepare returns and defend audits, so undisclosed payroll, sales tax, and entity problems surface before closing rather than after.
Responsive. Deals stall when counsel is slow. Our attorneys respond within 48 business hours and usually the same day.
Mergers and acquisitions attorneys | Skokie, Illinois and nationwide
Private M&A, with the tax planned into the deal
We represent buyers, sellers, and founders in private transactions: acquisitions, sales, mergers, spinoffs, and equity carveouts, in tech-forward industries and traditional ones.
Image credit: OpTic Gaming / Hector Rodriguez
Case study: OpTic Gaming
In 2020 we represented Hector “H3CZ” Rodriguez, founder of the esports organization OpTic Gaming, in reacquiring the company. The transaction involved intellectual property and brand assets, player and sponsor contracts, and the structure of the reacquisition itself, closed on a timeline the parties needed. The matter is public; client details beyond that are not.
What we handle in a transaction
The LOI sets price, structure, exclusivity, and the terms that are hard to change later. We draft or review it with the end structure in mind, and the NDA that precedes diligence. The M&A letter of intent
Legal, financial, and tax diligence: contracts, employment and contractor classification, sales tax nexus, payroll compliance, entity history, and the items that become indemnity claims after closing. Due diligence in M&A
Purchase agreement terms: representations, indemnities, escrows, earnouts, working capital, non-competes, and closing conditions, negotiated by counsel who understands what each costs after tax.
Asset versus stock structure, purchase price allocation, Section 1202 qualified small business stock, installment treatment, rollover equity, and state tax on the sale. Modeled before terms are set, not after.
Attorneys with a CPA at the table
Most law firms refer the tax analysis out, which slows the deal and separates the people negotiating terms from the people who understand what the terms cost. Here the firm’s founder is a tax attorney and CPA and the corporate practice is led by an attorney who began in tax, so allocation, entity, and timing questions are answered in the room.
The attorneys who handle transactions
Deals are led by a corporate attorney who began as a tax attorney, with the firm's CPA on structure and diligence.
Andrew Gordon
MANAGING PARTNER
Michael Brandwein
PARTNER | CORPORATE LAW
Industries we know well
Any industry, and a few we know in depth.
- Crypto and Web3
- Ecommerce and online businesses
- Technology and SaaS
- Esports and media
What the M&A attorney is responsible for
Documents
LOI, NDA, purchase agreement, disclosure schedules, and closing documents, drafted with the structure in mind.
Due diligence
Legal, financial, and tax review so the risks are known and priced before closing.
Structure and tax
Asset or stock, allocation, and elections, modeled for the after-tax result.
Negotiation
Representations, indemnities, escrows, earnouts, and non-competes.
Closing and after
Closing mechanics, post-closing adjustments, and the integration and reporting that follow.
Start with these guides
Milestones deserve a team that has done this before
Buying a business, selling one, spinning off a division, or carving out equity are milestones for the company and for you personally. The consultation covers what you are trying to do, the structures that could do it, and what the engagement would involve, whether or not you hire the firm.
Questions people ask before a deal
Before the letter of intent is signed. The LOI fixes structure and exclusivity, and terms conceded there are difficult to recover. If you already have a signed LOI, the next call is still worth making; diligence and the purchase agreement are where the risk is allocated.
Sixty to one hundred twenty days from signed LOI to closing is typical for a private transaction, longer where financing, regulatory approval, or a messy diligence picture is involved. Speed depends mostly on how organized the seller’s records are and how responsive both sides’ counsel are.
Buyers usually prefer asset purchases for the basis step-up and liability protection; sellers usually prefer stock sales for capital gain treatment and a clean exit. The right answer depends on entity type, the assets, and the numbers, which is why the after-tax result is modeled before terms are negotiated.
It depends on the size and complexity of the transaction and whether we handle diligence and tax structuring or only the documents. Engagements are quoted after the consultation, where the attorney reviews the deal and tells you what it will involve.
