Mergers & Acquisitions Counsel
Buying or selling a business is one of the biggest moves you’ll make. We guide you through every stage of the deal — from first conversation to closing — so nothing falls through the cracks. We represent buyers and sellers in strategic transactions across Arizona, California, and Texas — diligence, structuring, negotiation, and closing.
A merger or acquisition is equal parts opportunity and risk. The difference between a deal that creates value and one that creates problems usually comes down to preparation, diligence, and the terms you negotiate. Accord & Shield Legal provides end-to-end M&A counsel to buyers, sellers, and investors across Arizona, California, and Texas.
Technology deals add their own layer: intellectual property chain of title, data and privacy diligence, and the contract issues unique to software companies. See our technology M&A counsel page and technology M&A due diligence checklist, or visit the founder hub if a sale is on your horizon.
Deal Counsel From Start to Close
We support you through every phase of the transaction:
- Structuring — asset vs. stock purchase, tax and liability considerations
- Letters of intent and term sheets — setting the deal on the right footing
- Due diligence — uncovering risks in contracts, IP, employment, and liabilities
- Purchase agreements — drafting and negotiating reps, warranties, and indemnities
- Closing — coordinating the documents and steps that get the deal done
- Post-closing matters — transition, earnouts, and integration support
For Buyers
You’re making a major investment — you deserve to know exactly what you’re buying. We run disciplined due diligence to surface hidden liabilities, review the target’s contracts and obligations, and negotiate protections so the business you close on is the business you were promised.
For Sellers
You’ve built something valuable. We help you protect that value through the sale — preparing your company for diligence, negotiating favorable terms, limiting your post-closing exposure, and keeping the process moving toward a clean exit.
A Typical Deal Timeline
Every transaction is different, but most lower-middle-market deals move through the same phases. Knowing the sequence helps you plan and keeps momentum on your side:
- Letter of intent (1–2 weeks) — the parties agree on price, structure, and exclusivity. Most terms are non-binding, but confidentiality and exclusivity usually are.
- Due diligence (3–8 weeks) — the buyer investigates contracts, financials, IP, employment, and liabilities. This is where deals get re-priced or fall apart.
- Definitive agreements (2–4 weeks, often overlapping diligence) — negotiating the purchase agreement, reps and warranties, indemnities, and disclosure schedules.
- Signing & closing — sometimes simultaneous, sometimes split to satisfy conditions like third-party consents or financing.
- Post-closing — transition, earnout tracking, escrow release, and integration.
Most straightforward deals run about three to six months from signed letter of intent to close; regulated industries, multi-entity structures, and financing contingencies take longer. For technology transactions, see our M&A counsel for technology companies, where code ownership and open-source diligence add steps.
The Deal Terms That Decide Who Wins
Price gets the headline, but a handful of negotiated terms quietly decide how much value each side actually keeps:
- Representations & warranties — the seller’s factual promises about the business. Their scope, and the exceptions listed in the disclosure schedules, allocate risk between the parties.
- Indemnification & caps — who pays if a representation turns out to be wrong, and up to what limit. Caps, baskets, and survival periods are heavily negotiated.
- Escrow & holdbacks — part of the price is held back to cover post-closing claims. The amount and release timing matter as much as the headline number.
- Earnouts — part of the price tied to future performance. How the performance metric is defined decides who really benefits — see our explainer on earnouts in business sales.
- Working-capital adjustment — a true-up so the business is delivered with a normal level of working capital, not stripped or padded before close.
- Representation & warranty insurance — increasingly common to cover breaches, letting sellers walk away cleaner and buyers preserve recovery.
Whether a deal is structured as an asset or stock purchase changes how each of these terms is negotiated — and which liabilities and contracts follow the business.
Practical, Business-First Judgment
Deals stall when lawyers lose sight of the goal. Drawing on experience inside businesses, we keep the transaction focused on what matters — flagging the risks worth fighting over and moving past the ones that aren’t, so you reach closing with confidence.
Deals done right.
End-to-end counsel that protects your position from diligence through closing.
Intellectual Property Diligence in Every Deal
Every acquisition carries intellectual property with it — and IP problems tend to surface at the worst possible time: diligence. We review trademark and copyright chains of title, registration status, licenses, and encumbrances; prepare disclosure schedules; and paper the assignments that move IP cleanly at closing.
Because the firm also prosecutes trademark and copyright registrations, we can help cure the gaps we find — filing, correcting, or recording assignments — rather than just flagging them. More on our intellectual property practice.
Mergers & Acquisitions FAQs
It depends on tax treatment, liability, and what you’re actually trying to acquire or sell. Each structure has tradeoffs. We’ll walk through your situation and recommend the approach that best protects your interests.
Due diligence is the investigation of a business before you buy it — its contracts, finances, intellectual property, employees, and liabilities. It’s how buyers avoid nasty surprises and how sellers prepare for a smooth sale. Skipping it is one of the most expensive mistakes in any deal.
As early as possible — ideally before you sign a letter of intent. Terms agreed early often shape the entire deal, and having counsel from the start prevents commitments you’ll regret later.
Yes, though not on the same transaction. We represent buyers, sellers, and investors across Arizona, California, and Texas — bringing the right perspective to whichever side of the table you’re on.
Most lower-middle-market deals run about three to six months from signed letter of intent to close. Timing depends on diligence, financing, and third-party consents; simple asset deals can move faster, while regulated or multi-entity deals take longer.
In practice the terms are used interchangeably — both outline the key deal terms before definitive agreements are drafted. What matters is which provisions are binding: most are not, but confidentiality, exclusivity, and expense terms usually are. We make sure you know which is which before you sign.
Both bridge a gap between what a buyer will pay now and what the business may be worth later. An earnout ties part of the price to future performance; a holdback (often in escrow) sets money aside to cover post-closing claims. Each is heavily negotiated — the definitions decide who really benefits.
It depends on structure. In a stock sale, most contracts and employees generally carry over; in an asset sale, key contracts may need consent or assignment and employees are typically re-hired by the buyer. Change-of-control and assignment clauses in your existing contracts drive much of this.
Often, yes. A quality-of-earnings analysis tests whether reported earnings are real and sustainable, and it frequently shapes price and working-capital terms. Sellers increasingly commission their own ahead of a sale to avoid surprises in diligence.
Protect What You’re Building.
In a deal, time kills momentum. The sooner we’re involved, the better we can protect your position — let’s talk before the next step.