Indemnification in private company sales: what sellers should negotiate first
Caps, baskets, survival periods, and how representation and warranty insurance changes the conversation for founder-owned businesses.
Mergers & Acquisitions
We represent buyers, sellers, and investors in the acquisition and sale of private companies, with a deal team that stays the same from the first call to the last post-closing adjustment.
Overview
Most of the transactions we handle are the most important event in the life of the company involved: a founder’s exit, a family’s succession, a company’s first acquisition. We treat them that way.
A partner leads each deal, sets the timeline with you at the outset, and keeps the issues list short enough to be useful. Our M&A lawyers work alongside the firm’s private equity, equity compensation, technology transactions, and governance practices, so employee equity, key contracts, and board approvals are addressed in the deal documents rather than discovered at closing.
Who we represent
- Founders and family owners selling a business
- Strategic buyers making their first or fifth acquisition
- Private equity sponsors and their portfolio companies
- Management teams rolling equity into a new owner
- Boards and special committees evaluating a transaction
Transactions we handle
- Stock and asset purchases and sales
- Mergers and reverse triangular mergers
- Carve-outs and divestitures of business lines
- Management buyouts and equity rollovers
- Recapitalizations and minority investments
- Joint ventures and strategic alliances
- Earnouts, escrows, and holdback arrangements
- Representation and warranty insurance placement and claims
- Letters of intent and exclusivity agreements
- Post-closing integration and purchase price adjustments
How a deal runs with us
Before the letter of intent
We help you shape price mechanics, structure, and the handful of terms worth settling early, while you still have leverage.
Diligence
A focused review organized around what could change value or timing, reported in a short memo, not a binder.
Definitive agreements
Purchase agreement, disclosure schedules, and ancillary documents, negotiated with your tax, accounting, and banking advisors.
Closing and after
Consents, funds flow, and closing deliverables, then working capital true-ups, earnout tracking, and integration support.
Representative transactions
- Represented the founders of a regional healthcare services company in its sale to a national provider.
- Advised a technology company on its acquisition of a smaller competitor, structured as a merger with an earnout.
- Represented a family-owned consumer products manufacturer in a sale to a private equity sponsor with a management rollover.
- Counseled a financial services firm on the carve-out and sale of a noncore business line.
- Advised a strategic buyer on a series of add-on acquisitions of distribution businesses across three states.
Client names and deal terms are confidential.
Related insights
All insightsAdd-on acquisitions: the diligence questions platforms skip
Change of control consents, key employee terms, and integration covenants that matter more in a small deal than its size suggests.
Letters of intent: which terms should be binding
Exclusivity, confidentiality, and expense provisions, and why the nonbinding sections still shape the definitive agreement.
Considering a sale or acquisition?
Call the office or send a short note. A partner reviews every new inquiry, and we run a conflict check before we discuss the details.