Everything involved in an M&A transaction.
Term Sheet: The first commercial document of any deal. We negotiate valuation, deal structure, board composition, exit rights, and protective provisions. Every clause here sets the tone for the definitive agreements that follow.
LOI (Letter of Intent): Drafted to be precise where it must bind and flexible where it should not. We structure exclusivity periods, break fees, confidentiality scope, and conditions to closing without locking you into terms before diligence reveals the full picture.
SPA (Share Purchase Agreement): The core transaction document. Representations and warranties, indemnity caps and baskets, escrow mechanics, earn-out structures, conditions precedent, and completion mechanics. Every clause negotiated against your specific risk profile.
Disclosure Letter: The protective shield against future indemnity claims. We map every representation in the SPA against actual company facts, ensuring full disclosure where required and clean qualification where appropriate.
Non-Compete: Founder and key employee restrictions structured for enforceability. Geographic scope, duration, activity scope, and consideration calibrated to survive judicial scrutiny while genuinely protecting acquirer value.
Due Diligence: Financial, legal, tax, secretarial, and commercial diligence coordinated through a single workstream. Severity-mapped findings, actionable remediation plans, and clear positioning for SPA negotiation.