M&A for Technology Companies
Technology deals turn on intangibles — code, IP, data, and the team. We bring depth in exactly those areas, drawing on a practice built in California's technology ecosystem, to counsel founders, companies, and acquirers from first diligence to a clean close.
Buying or selling a technology company is not the same as acquiring a traditional business. The value sits in intangibles — source code, intellectual property, customer data, and the engineers who built it all — and that is precisely where the risk hides. A deal team that treats a software company like a hardware distributor will miss the issues that matter most. We don't.
Why Technology Deals Are Different
In a conventional acquisition, you can inspect the inventory and walk the floor. In a tech deal, the most valuable assets are invisible: lines of code, a patent portfolio, a data set, a team's institutional knowledge. Confirming that those assets exist, that the company actually owns them, and that they transfer cleanly is the heart of the work — and the place where unprepared deals fall apart.
Intellectual Property & Code Ownership
The single most common problem we find in technology diligence is a broken chain of IP title. Code written by a founder before the company existed, contributions from contractors who never signed assignment agreements, and employee inventions governed by varying state rules can all leave a company owning less of its own technology than it believes. We trace ownership rigorously and resolve gaps through representations, pre-closing assignments, and targeted indemnities.
Open-Source & Licensing Exposure
Modern software is built on open-source components, and many open-source licenses carry obligations — some of which can require disclosure of proprietary code. A buyer needs to know what's under the hood. We review the company's open-source usage and third-party licenses to surface obligations and restrictions before they become a post-closing surprise.
Data, Privacy & Customer Contracts
Customer data is often a core asset — and a regulated one. How that data was collected, what the privacy policy promised, and whether it can legally transfer in a sale all bear on the deal. We review data practices, privacy representations, and the assignability of key customer and vendor contracts so the revenue you're buying actually comes with you.
Retaining the Team
In technology, the people frequently are the asset. Deals routinely hinge on retaining founders and key engineers through retention packages, equity rollover, and employment or consulting agreements. Restrictive covenants like non-competes vary dramatically by state — California broadly prohibits them, while Arizona and Texas enforce reasonable ones — and getting this right is essential when your three states have three different rules.
Deal Structure & Earnouts
Technology valuations often rest on future performance, which makes structure — asset vs. stock, the treatment of equity and options, and earnouts tied to revenue or product milestones — central to bridging buyer and seller expectations. Earnouts in particular reward careful drafting: how the metric is measured, who runs the business during the earnout, and what triggers acceleration are where value is won or lost.
Multi-State, Built for How Tech Companies Operate
Technology companies rarely stay inside one state's borders — a Scottsdale company with California customers and remote engineers in Texas is the norm, not the exception. As a firm admitted in Arizona, California, and Texas, we counsel deals that span all three, with California's demanding standards as our baseline.
Depth where tech deals are won.
IP, data, and team — the issues that make technology M&A different, handled by counsel who knows them cold.
Technology M&A FAQs
In tech deals, the value is concentrated in intangibles — source code, IP, data, and the team — rather than physical assets. That shifts where the risk lives. Diligence focuses heavily on whether the company actually owns its code and IP, whether open-source licenses create obligations, how customer data was collected and can be transferred, and whether key engineers will stay. A purchase agreement that works for a traditional business often misses these entirely.
Because it is frequently broken. Code written by founders before incorporation, contractors without proper assignment agreements, or employees in states with specific invention-assignment rules can all leave gaps in the chain of title. A buyer is paying for IP the company may not fully own. We trace IP ownership during diligence and use representations, warranties, and pre-closing fixes to close the gaps.
An earnout ties part of the purchase price to the company's performance after closing. In tech deals — where future revenue or product milestones drive value — earnouts bridge gaps between what a seller believes the company is worth and what a buyer will pay up front. They also create disputes if drafted loosely. The terms that matter most are how the metric is measured, who controls the business during the earnout period, and what happens on acceleration.
Talent is often the real asset. Deals commonly include retention packages, equity rollover, employment or consulting agreements, and non-compete or non-solicit terms where enforceable (which varies sharply by state — California, for instance, generally bars non-competes). We structure these so the people who make the company valuable are aligned to stay through the transition.
Yes — though not on the same transaction. We counsel acquiring companies and investors conducting diligence on a target, and we counsel founders and companies preparing for and negotiating an exit. The work is different on each side, and we bring the same depth to both.
Planning a Technology Deal?
Whether you're acquiring a company, evaluating a target, or preparing your own exit, we'll help you protect what matters most — the IP, the data, and the team. Serving technology companies across Arizona, California, and Texas.