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Mergers & Acquisitions
Selling a company you built, or buying one you intend to grow, is usually the largest transaction of an owner’s life. We represent buyers and sellers of privately held businesses from the letter of intent through closing, and through the obligations that survive it.
The Approach
Deal counsel who has sat on the banker’s side of the table.
Jack Ross works lower middle market transactions from both the legal and the investment banking side: origination, valuation, diligence, and negotiation for founder-owned businesses. That perspective changes how the documents get drafted. The purchase agreement should match the economics the parties actually agreed to, and the risk allocation should hold up after the wire clears.
The letter of intent deserves more respect than it usually gets. Exclusivity, price mechanics, working capital assumptions, and escrow expectations set at the LOI stage are effectively binding in practice, whatever the document says. We would rather spend two days on the LOI than two months renegotiating what it gave away.
On the back end, the money is in the mechanics: working capital pegs and true-ups, earnouts that can actually be measured, escrow and indemnity structures with caps and baskets that reflect the real risks. And because the firm’s litigation practice sees what happens when these clauses fail, we draft them with the dispute in mind. We coordinate with your CPA, your lender, and your broker, and we keep the process moving so the deal closes on the timeline it was priced on.
What we handle
Transaction work we handle.
- Sell-side representationPreparing the company, running the process, and protecting the founder after closing.
- Buy-side representationDiligence, structure, and documents for buyers and investors.
- Letters of intentThe two most important pages of the deal, negotiated like it.
- Diligence & disclosure schedulesWhere sell-side risk is created or killed.
- Earnouts, escrow & indemnityThe clauses that keep paying, or keep costing, after closing.
- Joint ventures & recapitalizationsPartial exits, partner buy-ins, and growth structures.
Questions
Before you call.
When should I involve a lawyer in a sale?
Before you sign the letter of intent. The LOI frames the entire negotiation, and several of its terms are effectively binding in practice even when the document says they are not.
How are M&A engagements billed?
Typically a flat fee by phase or hourly with a written estimate, agreed before work begins, so the legal cost is a known input to the deal economics.
Can you represent both the buyer and the seller?
No. Each side should have its own counsel. We represent one party in a transaction.
Contact
Get counsel in the room before the terms are set
Tell us what you are planning. We will tell you what the engagement would look like, in writing, before any work begins.
Canton Office
101 Woodland Way, Suite 1C
Canton, GA 30114
Phone: (770) 891-3681
Monday to Friday, 9:00 am to 5:00 pm
Florida office, by appointment:
1831 NW 33rd Street
Oakland Park, FL 33309
Request a consultation
Confidential. No obligation. We respond during business hours, usually the same day.
Corporate and transactional inquiries go directly to Jack Ross. Prefer the phone? Call (770) 891-3681.