Mergers & Acquisitions—efficient deals, practical protection

Buy- and sell-side counsel for asset and equity transactions. We combine corporate, tax, employment, real estate, IP, and insurance perspectives so your deal closes cleanly—and operates smoothly post-close. Expect clear timelines, responsive communication, and documents written in plain language that reflect how your business actually runs.

Whether you are acquiring a strategic tuck‑in, divesting a non-core unit, or selling a founder-led company, we scope the right path early, anticipate diligence issues, and negotiate risk allocation that aligns with your goals and budget.

  • Buy-side focus: structure selection (asset vs. stock), decisive LOI terms, thorough diligence (legal, financial, tax, IP), and pragmatic purchase agreement drafting to protect against known and unknown risks.
  • Sell-side readiness: data-room organization, contract and cap table clean-up, disclosure schedules, and negotiating reps, indemnities, escrows, and earnouts to minimize post-closing exposure.
  • Speed with control: a disciplined checklist keeps workstreams moving—third-party consents, regulatory filings, financing approvals, and transition services planning.
  • Local strength, national reach: based in Colorado with growing coverage; experienced coordinating cross‑state issues and industry‑specific regulations.
See Business & Corporate Law Regulatory Compliance Support Coordinate with Tax Counsel Castle Rock & Denver Metro • Same‑day response when possible
Attorneys reviewing an M&A term sheet and diligence checklist around a conference table
Closing documents, checklists, and laptop showing virtual data room for M&A

Process: from LOI to integration, with momentum at every step

  1. Goal setting & deal readiness: define why you’re doing the deal (scale, capability, market access), the must‑haves, and your red lines. We align structure, taxes, financing, and timeline from day one.
  2. LOI strategy: negotiate principal terms (price, structure, exclusivity, diligence scope, key risk allocations) to avoid re‑trading later. We keep the LOI tight enough to guide, light enough to move.
  3. Diligence: coordinated legal, financial, and operational reviews covering contracts, customers, suppliers, IP, privacy/security, employment, benefits, real estate, litigation, compliance, and insurance mapping.
  4. Definitive agreements: purchase agreement plus ancillary documents (bills of sale, assignments, consents, equity docs, employment and incentive agreements, transition services agreement, and escrow/earnout mechanics).
  5. Regulatory & third‑party approvals: HSR/other filings where applicable, lender approvals, landlord notices, and key customer consent strategies to maintain revenue continuity.
  6. Closing mechanics: closing checklist, funds flow, deliverables, and a calm, on‑schedule closing—virtual or in person—without last‑minute surprises.
  7. Integration & day‑1 readiness: entity/registration updates, policy harmonization, benefits alignment, IP transfers, and communications planning so the business runs smoothly post‑close.

Timelines vary by size and complexity. Early preparation shortens diligence and reduces late‑stage risk. For how our firm structures all engagements, see Our Process .

Considering antitrust thresholds? Review current HSR filing guidance from the Federal Trade Commission at ftc.gov and coordinate with counsel for your specific transaction.

M&A FAQs

Practical answers to help you estimate timelines, weigh structures, and plan for post‑closing success.

How long does diligence take?
It depends on deal size, readiness of seller materials, and third‑party approvals. Small acquisitions can complete core diligence in 2–4 weeks with a prepared data room; mid‑market deals often run 6–10 weeks. We publish a diligence list on day one and drive weekly check‑ins to maintain momentum.
Asset vs. stock purchase—what’s the difference?
Asset deals let buyers select assets and assume specified liabilities; they may offer tax and risk advantages but can require more third‑party consents. Stock or equity deals transfer ownership of the entity itself, often simplifying assignments but inheriting more historical liabilities. We model structure trade‑offs with your tax advisor and financing partners before you sign the LOI.
Do we need reps & warranties insurance (RWI)?
RWI can be helpful for mid‑market and larger transactions to bridge risk allocation and reduce escrow size. Suitability depends on deal size, industry risk, and insurer appetite. We evaluate premium, retention, exclusions, and underwriting timeline against alternatives like escrows and special indemnities.
What size deals do you handle?
We support founder sales, strategic tuck‑ins, and lower‑ to mid‑market deals. If your matter requires additional bandwidth or licensed counsel in another jurisdiction, we coordinate a right‑sized team and clearly outline roles and costs before engagement.
How do you price M&A work?
We use scoped budgets with phased estimates (LOI, diligence, agreements, closing, integration support). Some tasks fit fixed or hybrid pricing; others remain hourly due to variables outside counsel’s control. You’ll receive a written scope and update cadence, so there are no surprises.
What about employment, benefits, and IP issues post‑close?
We plan Day‑1 and Day‑90 steps: offer letters or assumption agreements, retention or bonus plans, benefits alignment, invention/IP assignments, trademark transfers, software license audits, and privacy/security obligations. Proper planning avoids operational friction and preserves value.

Ready to move from interest to execution?

Share your goals and timing. We’ll confirm conflicts quickly, outline a tailored path (structure, diligence, documents), and provide a realistic closing timeline.

Page last updated: September 12, 2025