Legal guidance mitigates transactional risk by identifying liabilities, clarifying obligations, and ensuring compliance with applicable statutes and contract law. Skilled legal drafting and negotiation protect client value, streamline regulatory approvals, and help structure tax-efficient outcomes, creating durable agreements that reduce the likelihood of post-closing disputes and preserve business relationships.
Comprehensive legal work secures clearer allocation of risk through tailored representations, indemnities, and escrow arrangements. Negotiated protection reduces exposure to unknown liabilities and provides remedies if material breaches arise, giving buyers and sellers greater assurance of enforceable contractual remedies after closing.
Hatcher Legal brings a business-focused approach to M&A, blending contract drafting skill and litigation preparedness to protect client interests. We prioritize clear risk allocation, defensible documentation, and pragmatic timelines so transactions move forward without unnecessary delay or ambiguity.
After closing we assist with implementation of transition services, employee onboarding, and enforcement of noncompetition and confidentiality covenants. When disputes arise, we pursue negotiated resolution or formal remedies while seeking to preserve value and business continuity.
Timing varies with the complexity of the transaction, the readiness of parties to provide information, and any required regulatory approvals. Simple asset sales with cooperative parties can close in a few weeks, while complex deals involving negotiations, third-party consents, or financing can take several months. Early planning, rapid document exchange, and clear deadlines reduce overall time to closing. Engaged counsel coordinates diligence, negotiation, and closing mechanics to avoid unnecessary delays, and realistic timetables should account for potential approvals, financing contingencies, and integration planning.
An asset purchase transfers selected assets and specified liabilities to the buyer, allowing buyers to avoid unknown corporate liabilities but requiring assignment of contracts and permits. An equity purchase transfers ownership of the selling entity, conveying both assets and liabilities, which can simplify some assignments but exposes the buyer to historic obligations. Choice of structure affects tax consequences, the need for third-party consents, and how representations and indemnities are negotiated. Buyers and sellers should weigh liability allocation, tax impact, and operational continuity when selecting the preferred transaction type.
Legal due diligence involves review of corporate records, contracts, employment agreements, intellectual property ownership, litigation, regulatory compliance, and tax matters. The goal is to identify risks that could affect valuation, negotiation points, or post-closing liabilities so they can be addressed in the purchase agreement. A thorough diligence process includes assembling a data room, coordinating responses to targeted requests, and analyzing findings to craft appropriate representations, warranties, indemnities, and disclosure schedules that allocate known and unknown risks between parties.
Purchase price adjustments commonly account for working capital, debt, and cash targets at closing. Agreements set formulas and procedures for calculating adjustments and often require post-closing statements and a negotiation or dispute resolution mechanism for contested adjustments. Clear drafting of adjustment mechanics, timelines for delivery of closing statements, and defined dispute procedures minimize post-closing friction. Parties sometimes agree to escrow or holdback funds to secure potential adjustments until calculations are finalized.
Buyers typically seek protections including broad representations and warranties, escrow holdbacks, indemnity provisions, and caps or baskets on recoverable damages. Specific insurance products, like representations and warranties insurance, can also transfer certain risks off the seller’s balance sheet. Sellers negotiate survival periods, liability caps, and specific exceptions to limit exposure. Careful negotiation balances buyer protection with seller finality, and tailored disclosure schedules can reduce the scope of potential indemnity claims.
Sellers often face post-closing obligations such as noncompetition covenants, transition services, and indemnity responsibilities for breaches of representations. These obligations are negotiated and documented to protect buyer interests while setting reasonable timeframes and limits for seller liability. Sellers should ensure clarity on survival periods, caps on liability, and the scope of post-closing duties. Well-drafted agreements and properly negotiated escrows help reconcile seller concerns about lingering exposure with buyer needs for enforceable protections.
Regulatory approvals depend on industry, transaction size, and jurisdiction. Some transactions require notifications or clearances under antitrust laws, sector-specific licensing transfers, or approval by governmental agencies. Identifying regulatory needs early prevents delays and informs deal timing. Counsel coordinates filings, notices, and communications with regulators and assists in preparing materials that support clearance. If approvals are uncertain, deal structures and conditionalities can be negotiated to allocate risk and maintain flexibility for both parties.
Earn-outs tie part of the purchase price to future performance metrics, allowing sellers to share in upside and buyers to pay for realized results. Agreements must clearly define performance metrics, measurement periods, accounting methods, and dispute resolution to prevent ambiguity and litigation after closing. Careful drafting addresses who controls operations during the earn-out period, reporting obligations, and remedies for manipulation or disputes. Transparent metrics and governance provisions reduce potential conflicts and help align incentives between buyer and seller.
Employment and benefits issues frequently affect deal structure, especially where key employees are essential to value. Counsel reviews employment contracts, change-in-control provisions, and benefit plan implications to identify obligations that may require payouts, consent, or renegotiation. Addressing retention, transition services, and continuation of benefit plans in the purchase agreement and transition documents helps preserve continuity of operations. Clear plans for employee communications and onboarding reduce turnover risk and support successful integration.
Legal costs depend on deal complexity, transaction size, required diligence, and whether counsel handles negotiation through closing. Simple, limited-scope reviews are typically billed at hourly or flat fees, while full transaction representation may involve phased billing with retainers, hourly rates, and estimated budgets for closing activities. We provide transparent fee estimates after an initial review of transaction scope and anticipated work. Cost-saving measures include focused due diligence, efficient document organization, and early resolution of key issues to avoid extended negotiation and additional billable hours.
