Buying a Business
A sale is a business decision as much as a legal process. RAETZER helps owners prepare the company, protect leverage during negotiation and understand the obligations that remain after closing.
A buyer's proces
Preparation gives an owner a clearer view of value, risk and the terms that matter. Counsel should help the seller respond to diligence, evaluate competing structures and negotiate the documents without losing sight of the company’s people and ongoing operations.
01
Organize ownership, governance, contracts, employment matters and the operational story before a buyer’s diligence process begins.
02
Identify gaps, assemble a controlled response process and prepare the business to answer questions without losing momentum or leverage.
03
Review and negotiate the LOI and purchase agreement, including price mechanics, earn-outs, rollover equity, representations and indemnification.
04
Coordinate closing documentation and address post-closing transition, retained obligations, continuing relationships and the next chapter for the seller.
Before you take the business to market
Prepare the business and the owner for the questions, choices and responsibilities that shape a sale. This screen helps identify open issues before a buyer process begins.
Defined scope / clear starting point
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
These packages are for legal representation of an owner or company selling to an identified buyer. RAETZER does not locate purchasers, value the business, conduct an auction, or act as an investment banker or business broker 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
FLAT LEGAL FEE For qualifying standard-scope matters.
Best for
a qualifying owner of a private U.S. company selling to one identified buyer in a straightforward transaction, generally below $2M.
Principal inclusions
Sale-structure/transaction planning
One LOI review/negotiation
Pre-diligence/data-room checklist
One principal purchase agreement
Standard disclosure schedules/closing documents
One closing
Assumptions: one seller entity, one buyer, one principal agreement, one closing, clean ownership/corporate record, no auction/multiple bidders, material rollover, complex earn-out, ownership dispute, substantial regulatory/real-estate/cross-border/tax/litigation issue, and ordinary negotiation.
Buyer counsel prepares first draft; supplemental fee if RAETZER prepares it. Cleanup/cap-table/lien/diligence may require supplemental scope.
Package 2
most common
FLAT LEGAL FEE For qualifying standard-scope matters.
Best for
a qualifying sale of $2M-$10M or a smaller transaction with moderate complexity.
Principal inclusions
Pre-sale corporate/ownership review
Data-room/diligence coordination
Working capital/purchase-price adjustments
One seller note/escrow/holdback/earn-out/limited rollover
Expanded disclosure schedules
Employment/transition/payoff/closing coordination
Assumes one seller/buyer/principal sale/closing.
Material ownership problems, contested shareholders, multiple bidders, substantial rollover governance, complex earn-outs, tax restructuring, significant approvals, or burdensome diligence require supplemental/custom scope.
Package 3
Final fee confirmed after attorney review.
Best for
sales generally $10M-$50M or a banker-led process, multiple bidders, substantial rollover, complex consideration, or extensive diligence.
Principal inclusions
Banker/process coordination
Competing IOIs/LOIs
Rollover/post-closing governance
Complex earn-out/escrow/indemnification
Management/retention/transition/restrictive covenants
Extensive schedules/diligence/closing
Custom quote for above $50M, cross-border, public, distressed/bankruptcy, ownership dispute, approvals, prolonged auction, significant tax/benefits/environmental/real estate/antitrust/specialty regulatory, RWI, multiple closings/substantial post-closing.
RAETZER would serve as legal counsel, not as the broker or investment banker locating a purchaser.
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
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.
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.
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.
Considering a sale?
A considered first step
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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