Buying a Business
Buying a Business: Legal Counsel From LOI Through Closing
A promising acquisition still needs a disciplined legal process. RAETZER helps buyers test the opportunity, allocate risk and move from a commercial thesis to a closing that supports the post-closing plan.
A buyer's proces
Make the deal thesis visible in every document.
The legal work is most useful when it keeps the commercial objective in view. That means asking what the buyer is actually acquiring, which risks matter to the operating plan and how the agreement should handle the points that could change the economics.
01
LOI strategy
Use the letter of intent to establish the right transaction structure, scope of exclusivity, diligence expectations and the economic points that deserve early attention.
02
Due diligence
Focus the review on contracts, ownership, employees, customers, liabilities, operations and the dependencies that can affect value or integration.
03
Purchase agreement
Translate the negotiated deal into an asset or stock/equity purchase agreement with clear allocation of risk, conditions and remedies.
04
Financing and closing
Coordinate financing, employment or consulting arrangements, restrictive covenants, closing documentation and the adjustments that follow completion.
Buying a Business
M&A Buy-Side Readiness Assessment
Pressure-test the acquisition before the process gains momentum. This screen helps buyers identify the legal, commercial and execution questions that need an answer.
Defined scope / clear starting point
TRANSPARENT STARTING PRICES FOR DEFINED LEGAL WORK
RAETZER offers defined fixed-fee packages for qualifying private-capital, M&A, joint-venture, and corporate-infrastructure matters. The packages are designed to give prospective clients an informed starting point before an attorney reviews the specific transaction.
Final package eligibility, scope, and fee are confirmed only after completion of the applicable readiness assessment, conflicts review, jurisdictional review, attorney consultation, and execution of a written engagement agreement.
Transaction map
Company → Investors
M&A BUY-SIDE PACKAGES
These packages are for legal representation of a buyer acquiring an identified privately held business. RAETZER does not locate acquisition targets, guarantee financing, or act as a business broker or investment banker through these packages.
Indicative fixed-fee packages for qualifying matters. Final eligibility, scope, and fee are confirmed after the applicable readiness assessment, conflicts review, and an initial attorney consultation.
All engagements remain subject to conflicts review, attorney review, scope confirmation, and a written engagement agreement. Government fees, third-party costs, local counsel, tax advisers, accountants, filing fees, and specialty counsel are not included unless expressly stated.
Package 1
ACQUISITION ESSENTIALS
$24,500
FLAT LEGAL FEE For qualifying standard-scope matters.
Best for
a qualifying buyer acquiring one privately held U.S. business in a straightforward transaction, generally below $2M.
Principal inclusions
Transaction-structure consultation
One LOI review/preparation
Standard legal due diligence
One principal asset/equity purchase agreement
Standard ancillary/closing documents
One closing
VIEW SCOPE AND ASSUMPTIONS
Assumptions: one buyer/target, private U.S. business, one principal agreement, one ordinary financing source, one closing, no rollover, complex earn-out, material owned real estate/environmental/specialty approval, cross-border, public-company securities, distressed/bankruptcy, reasonably organized diligence, and ordinary commercially reasonable negotiation.
Supplemental fee may apply for material financing, extensive schedules, substantial seller financing, employment negotiations, repeated restructuring, unusual tax-driven structures, or extraordinary diligence.
Package 2
most common
GROWTH ACQUISITION
$39,500
FLAT LEGAL FEE For qualifying standard-scope matters.
Best for
a qualifying acquisition of $2M-$10M or a smaller transaction with moderate complexity.
Principal inclusions
Expanded diligence/tracking
Asset-vs-equity structure
Working capital/cash/debt/purchase-price adjustments
One seller note/escrow/holdback/earn-out/limited rollover
Disclosure schedules/key transition documents
Financing/closing coordination
VIEW SCOPE AND ASSUMPTIONS
Assumes one buyer/target/principal acquisition/closing, ordinary negotiation, and one principal contingent/financing component.
Multiple layers, extensive rollover governance, substantial real estate, regulated industry, unusually extensive diligence, repeated re-trading, or additional targets require supplemental/custom scope.
Package 3
STRATEGIC ACQUISITION
$59,500
Final fee confirmed after attorney review.
Best for
acquisitions generally $10M-$50M or substantial financing, rollover, management, complex economics, or extensive diligence.
Principal inclusions
Multi-entity structuring
Substantial acquisition-financing coordination
Rollover/post-closing governance
Complex earn-out/escrow/indemnification
Management/employment/retention
Expanded diligence/closing management
VIEW SCOPE AND ASSUMPTIONS
Final fee after structure/target/LOI/financing/diligence/negotiation/timetable review.
Custom quote for above $50M, public target, cross-border, regulated/distressed, bankruptcy/receivership, multiple acquisitions, material antitrust/tax/environmental/benefits/real-estate/government-contract/specialty regulatory work, RWI, multiple closings/substantial post-closing.
Illustrative milestone billing, subject to written engagement agreement: Illustrative milestone billing: 40% at engagement; 30% at completion of the LOI/diligence phase or initial definitive agreement; 30% at signing or closing. If the transaction terminates, fees earned through the completed milestone remain payable.
Next step
NOT SURE WHICH PACKAGE FITS?
Complete the applicable RAETZER readiness assessment. Your responses will help identify the likely scope, urgency, complexity, decision authority, and appropriate next step before you speak with an attorney.
Important Scope Notes
The prices shown are indicative fixed fees or starting prices for qualifying matters. Final eligibility, scope, staffing, and fee are confirmed only after the applicable readiness assessment, conflicts review, jurisdictional review, attorney consultation, and execution of a written engagement agreement.
Each fixed fee is based on the parties, entities, documents, transaction structure, revision rounds, closing assumptions, and other limitations stated in the engagement agreement. A material change in the matter may require a supplemental fixed fee or an approved hourly scope.
Additional parties, entities, targets, bidders, investors, security classes, or closings
Material changes to economics or structure
Extraordinary diligence or negotiation
Repeated re-trading of agreed terms
Substantial corporate cleanup or missing records
Compressed or expedited deadlines
Specialty tax, regulatory, employment, benefits, real-estate, environmental, antitrust, litigation, or foreign-law issues
Restarting a transaction after termination or material delay
Government filing fees, state notice fees, foreign or local counsel, accountants, tax advisers, investment bankers, business brokers, lenders, appraisers, valuation providers, data-room providers, expert consultants, translators, and other third-party costs are not included unless expressly stated.
Legal fees are earned according to the milestones stated in the engagement agreement and are not contingent upon raising capital, obtaining financing, signing a transaction, or completing a closing.
RAETZER does not guarantee capital, financing, investors, acquisition targets, buyers, sellers, valuation, transaction approval, or closing.
RAETZER does not act as a broker-dealer, placement agent, investment banker, business broker, lender, accountant, tax adviser, valuation provider, or foreign-law adviser unless a separate written agreement expressly states otherwise.
SCOPE AND FEE PROTECTIONS
Non-contractual note: Formal engagement letters govern and summarize these principles: one transaction/project; defined entities/parties/documents; ordinary negotiation only with material restructuring supplemental; defined revision rounds; exclusions for litigation/tax/accounting/valuation/regulatory/real-estate/environmental/benefits/foreign law unless included; third-party/government fees separate; delay/term changes permit supplemental fee; additional closings/investors/targets/bidders/entities/documents separately priced; fees earned by milestones and not contingent; additional work only after written approval of supplemental fixed fee/hourly scope. Formal engagement letters govern.
Pricing and package descriptions are provided for general informational purposes and do not constitute an offer to provide legal services. No attorney-client relationship is created through the website or an assessment submission. Representation begins only after conflicts review and execution of a written engagement agreement.
Ready to evaluate the opportunity?
Bring the acquisition thesis. We’ll map the legal path.
A considered first step
START WITH THE RIGHT ASSESSMENT
Before legal work begins, identify the transaction, urgency, complexity, decision authority, and principal readiness issues.
RAETZER PLLC
Sophisticated counsel for the decisions that move a business forward — from first formation through its next chapter.
Offices
224 W 35th St, Suite 500 #2320
New York, NY 10001
1910 Pacific Ave, Suite 2000 #1625
Dallas, TX 75201
Contact
(726) 243-4308
[email protected]
https://www.raetzerlaw.com/
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