Mergers & Acquisitions
Buy-side and sell-side counsel for private-company M&A — from middle-market through nine-figure and billion-dollar transactions, handled with senior attention and without the BigLaw overhead.
When you need M&A counsel
Most business sales start quietly — a strategic inbound, a broker conversation, a term sheet that suddenly gets serious. Most acquisitions begin the same way on the other side of the table. The difference between a clean close and a deal that slips or erodes value usually shows up in the first two weeks: how the letter of intent is scoped, whether diligence is organized, and how early the disclosure schedules get built.
We come in at that inflection point. Whether you’re selling the company you’ve built, rolling up a competitor, or executing a carve-out of a business line, our role is to run the legal workstream — so you can focus on strategy, operations, and integration.
Scope of representation
We handle the full M&A lifecycle for privately-held targets and their buyers:
- Buy-side acquisitions of operating businesses, competitors, and bolt-ons
- Sell-side representation for founders, family businesses, and financial sponsors
- Divestitures and carve-outs of business units, product lines, or portfolios
- Asset purchases and stock purchases (structured to optimize tax, liability, and regulatory treatment)
- Mergers and reorganizations among affiliates
- Joint ventures and minority investments with acquisition optionality
- Transition services, earnouts, escrow, and post-closing indemnity administration
Our approach
Roby trained in M&A at Skadden and Latham & Watkins, two of the firms that set the standard for transactional practice. We use those standards — negotiated reps and warranties, well-built disclosure schedules, clean closing deliverables — across the full range of private-company transactions, from middle-market deals through nine-figure and larger transactions.
We work closely with your investment banker (where there is one), accountants, and tax advisors. On the other side of the table, that usually means we’re dealing with BigLaw — and the familiarity with that process shortens every negotiation.
Representative matters
A sample of recent anonymized M&A matters:
- Seller-side counsel on $250M sale of operating company to strategic acquirer (closed 2026)
- Seller-side counsel on $45M sale of LA-based consumer brand to strategic acquirer
- Buyer-side counsel on acquisition of fitness studio chain by private-equity-backed platform
- Joint venture counsel for multi-party entertainment content development transaction
Frequently asked.
What’s the difference between an asset deal and a stock deal?
In a stock (or equity) purchase, the buyer acquires the company by buying its equity — existing contracts, employees, licenses, and liabilities generally carry over. In an asset purchase, the buyer picks specific assets (and sometimes specific liabilities) to acquire. Asset deals give the buyer more control over what comes with the business, but typically require more consents and mechanical work. Stock deals are often cleaner but expose the buyer to the target’s historical liabilities. The right structure depends on tax, regulatory, liability, and contract-assignment considerations.
How long does a typical M&A transaction take?
From signed letter of intent to closing, most private M&A transactions run eight to sixteen weeks. Larger, cross-border, heavily-regulated, or antitrust-reportable deals can run longer. Timelines depend on diligence complexity, the state of the target’s records, whether third-party consents are required (landlords, customers, regulators), financing contingencies, and whether the parties are willing to sign and close simultaneously. We build a critical-path timeline into the engagement so there are no surprises at week six.
What is representations & warranties insurance, and should we consider it?
R&W insurance is a policy that substitutes (or layers on top of) the seller’s indemnity obligations — the buyer recovers from the insurer rather than clawing back purchase price from sellers. It has become standard in deals above a certain size, because it lets sellers achieve a cleaner exit and gives buyers a financially-solvent counterparty for indemnity claims. Whether it makes sense depends on deal size, who the sellers are, and the underwriting appetite for the target’s risk profile. We work with brokers and underwriters regularly and will tell you candidly when it adds value and when it doesn’t.
Do you work with our investment banker and accountants?
Yes, and we prefer to. Clean coordination among counsel, bankers, and accountants is what gets deals closed on schedule. We’ll engage with your advisors from the kickoff call, set up the diligence workstream with them, and divide drafting responsibility sensibly. If you don’t yet have a banker and your situation would benefit from one, we can introduce you to bankers who match your deal profile.
Ready to talk?
Tell us a bit about what you’re working on. We’ll come back within one business day with a clear sense of fit, scope, and budget.
Start a conversation