For Buyers
Buy-Side M&A Representation
Buying a business is one of the highest-stakes financial decisions you'll make. I represent buyers, including individuals, search funds, and companies, from letter of intent through closing, with a background that combines legal deal experience and public accounting/tax training most attorneys don't have.
What an unrepresented or under-advised buyer actually risks
The purchase price is the number everyone focuses on, but it's rarely what determines whether a deal was actually a good one. Buyers who don't have tax-trained counsel in the room routinely miss things that show up later: reps and warranties that leave real risk unallocated, an entity structure that creates avoidable tax exposure, or a purchase price allocation that gets negotiated without anyone on the buy side understanding what it costs.
A generalist transactional attorney can close the deal. What they often can't do is tell you, before you sign, whether an asset deal or a stock deal is actually better for your tax position, whether a 338(h)(10) or 336(e) election makes sense for this target, or what an F reorganization would change about your exposure. Those aren't afterthoughts. They're decisions that have to be made at the LOI stage, not discovered in due diligence.
How a buy-side engagement typically works
- 1
LOI review and deal structure selection
Before you sign a letter of intent, I review the proposed structure and flag the tax and liability consequences of asset vs. stock/equity purchase, whether an election (338(h)(10), 336(e)) is worth pursuing, and whether an F reorganization or other restructuring should happen before closing.
- 2
Due diligence coordination
I coordinate legal and tax due diligence so findings actually change the deal, whether that means an adjustment to price, a specific indemnity, or a condition to closing, rather than sitting in a report nobody acts on.
- 3
Purchase agreement drafting and negotiation
I draft and negotiate the purchase agreement itself, including the tax provisions inside it, working capital mechanics, earnout terms, and indemnification caps and baskets, so the risk allocation actually matches what diligence found.
- 4
Closing mechanics
I manage the closing checklist and mechanics, including funds flow, signature pages, and any conditions precedent, so closing day doesn't surface problems that should have been resolved earlier.
- 5
Post-closing integration and elections
After closing, there are often follow-up items: filing an election, updating entity documents, handling post-closing purchase price adjustments or earnout disputes. I stay involved through that tail, not just the signature.
What this covers
Deal structuring
Asset vs. stock/equity purchase, and what each means for your tax position, assumed liabilities, and post-closing flexibility.
Due diligence coordination and review
Legal and tax diligence managed together, so findings translate into price adjustments, specific indemnities, or closing conditions instead of getting lost in a report.
Purchase agreement drafting and negotiation
The full agreement, not just the tax provisions: reps and warranties, covenants, and the mechanics that determine what you can actually enforce after closing.
Working capital, earnout, and indemnification provisions
These provisions decide what you actually collect if something goes wrong post-closing. I negotiate them with the tax consequences of each structure built in, not bolted on afterward.
Closing mechanics and post-closing integration issues
From the closing checklist through post-closing elections, entity cleanup, and any adjustment disputes that come up in the months after signing.
Why a tax-trained M&A attorney matters
Most of what determines whether a deal is actually good for you gets decided in the tax and structuring details, not just the purchase price. Because I trained in public accounting before practicing law, I catch structuring issues that a purely transactional attorney (or a purely tax-focused advisor working without legal context) can miss.
Who this is for
- First-time buyers acquiring a single business, where the tax and structuring decisions at LOI stage will shape years of after-tax cash flow.
- Search fund principals and independent sponsors evaluating and closing an acquisition, who need counsel that understands both the deal mechanics and the tax stakes.
- Companies making a strategic or add-on acquisition, where the target may need its own restructuring (an F reorganization, for example) before or at closing.