You’re doing a deal in the United States. Structure, warranties and what survives completion are where the value actually moves.
Information, not advice
This page is information, not legal advice about your matter. A retainer begins only when a lawyer confirms it.
Start here
Agree the shape of the deal before anyone starts drafting
Stock, assets or a merger changes the tax, the liabilities you inherit, and whose approval you need. Changing course mid-drafting is expensive.
What to work through, in order
Deal structure
Stock purchase, asset purchase or merger each carry different tax, successor liability and shareholder approval consequences. The choice is usually tax-led.
Warranties and what survives completion
Representations, indemnification baskets and caps, and increasingly representation and warranty insurance. Sandbagging provisions are negotiated explicitly rather than left to default rules.
Approvals and filings
HSR premerger notification, CFIUS review for foreign acquirers, and state or federal licensing consents. Filing timetables usually dictate the completion date.
Next steps
What happens if you go ahead
Scoping call
Written scope and fixed-fee quote
Engagement, once a lawyer confirms
Who would handle it
Offices
New York
450 Park Avenue, 3rd Floor, New York NY 10022
San Francisco
28 Geary Street, Suite 625 #133, San Francisco CA 94108