Mergers & Acquisitions Counsel for Growth and Established Companies
Sutter Law represents growth-stage and established companies buying other businesses, and owners and founders selling theirs. We manage transactions from letter of intent through diligence, definitive documents, closing, and post-closing matters.
Our M&A practice focuses on private-company transactions where experienced counsel needs to understand the business, move quickly, and keep the legal process proportionate to the deal.
Acquisitions for Growing Companies
Strategic acquisitions can add customers, products, technology, talent, or geographic reach faster than organic growth. We represent buyers in tuck-ins, asset purchases, stock purchases, mergers, acqui-hires, and technology acquisitions.
Our work includes structure, diligence, purchase agreements, disclosure schedules, employee and founder arrangements, IP transfer, approvals, and closing.
- Strategic and tuck-in acquisitions
- Acqui-hires and technology acquisitions
- Asset, stock, and merger structures
- Purchase agreements and disclosure schedules
- Key employee retention and equity terms
- Post-closing integration support
Selling Your Company
For sellers, preparation can materially affect leverage. We help companies clean up capitalization, contracts, IP chain of title, corporate records, employment issues, and other diligence items before the buyer controls the timetable.
We negotiate LOIs and definitive documents with attention to price mechanics, escrow, holdbacks, earn-outs, representations, indemnification, survival periods, founder employment, and post-closing exposure.
Legal Due Diligence
Buy-side diligence identifies liabilities and confirms the assets and rights the buyer expects to acquire. Sell-side diligence identifies issues early enough to fix them. We review corporate, commercial, IP, employment, privacy, litigation, financing, and other material legal areas based on the transaction.
Letters of Intent and Deal Structure
The LOI often establishes price, structure, exclusivity, timing, escrow concepts, and other terms that become difficult to revisit later. We advise clients before signature and compare asset, stock, and merger structures in coordination with tax and financial advisors.
Earn-Outs and Founder Economics
Earn-outs can bridge valuation gaps but create post-closing risk if metrics, accounting methods, operational control, or dispute procedures are unclear. We negotiate measurable targets, reporting rights, operating covenants, acceleration events, and dispute mechanisms appropriate to the deal.
Founder and Executive Terms After Closing
An acquisition may combine purchase consideration with continued employment, retention payments, rollover equity, option treatment, restrictive covenants, and termination provisions. We review these arrangements together because one document can materially affect the economics of another.
Tax and QSBS Coordination
Deal structure can affect tax results for both buyer and seller. We coordinate with tax advisors on asset-versus-stock considerations, rollover structures, and potential Section 1202 Qualified Small Business Stock issues so the legal documents reflect the intended tax structure.
Why Companies Choose Sutter Law
Experienced Business Counsel
Our attorneys work on the corporate, financing, commercial, and transaction issues that arise as private companies grow, allowing related issues to be handled in a coordinated way.
Direct Attorney Involvement
Clients work directly with the attorneys responsible for the matter. The team is structured to keep senior lawyers involved rather than passing routine responsibility through multiple layers.
Bay Area and California Focus
We serve companies, founders, investors, and owners throughout the Bay Area and California, while regularly handling matters involving Delaware entities, national counterparties, and international operations.
Practical, Transaction-Oriented Advice
We focus on the legal issues that affect economics, control, timing, and execution, and coordinate with tax, accounting, financial, and other advisors when a matter crosses disciplines. Companies that want ongoing support between deals can also work with us as outside general counsel.
Frequently Asked Questions
What size deals do you handle?
Our focus is private-company acquisitions and sales in the lower and middle market, including strategic acquisitions, technology transactions, founder exits, and related corporate work.
When should we bring in M&A counsel?
Before signing the LOI whenever possible. Price structure, exclusivity, escrow concepts, and other major terms are often established at that stage.
What is the difference between an asset purchase and a stock purchase?
In an asset purchase, the buyer acquires specified assets and assumes specified liabilities. In a stock purchase, the buyer acquires the equity of the company, which generally remains the owner of its assets and liabilities.
Can you work with our tax and financial advisors?
Yes. M&A structure frequently requires coordination among legal, tax, accounting, finance, and investment-banking advisors.
Mergers & Acquisitions Legal Resources from the Sutter Law Blog
Our attorneys publish practical guidance on corporate, financing, transaction, employment, privacy, intellectual property, and business-law issues. Recommended reading for buyers and sellers:
- Top 10 Due Diligence Requests for an M&A Purchase
- M&A Term Sheet 101: Key LOI Terms
- Demystifying M&A Indemnification Holdbacks
- Don’t Fear the M&A Disclosures
- Top Reasons for Delayed Closings in M&A Deals
- Section 1202 QSBS for Founders in an M&A Deal
- Employee Retention Bonuses During M&A
- Single Trigger Acceleration in M&A Transactions
- Section 280G and Golden Parachutes
- Privacy Concerns in Asset Purchase Transactions
- Dissolving a Delaware C Corp After an Asset Sale
Ready to Talk?
Planning an acquisition or exit? Talk to an M&A attorney or call 415-341-2888.