TRANSACTIONS AND M&A

SERVICES

The purchase, sale, or restructuring of a business is a pivotal moment. Whether you're acquiring, divesting, converting, or forming a strategic partnership, the legal decisions you make at each stage can shape outcomes long after the deal closes.

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Michaud Business Law (MBL) advises founders and business owners through the full lifecycle of transactions. We provide end-to-end legal support for a wide range of business transactions and mergers and acquisitions (M&A), tailoring our approach to your goals, deal size, and risk tolerance. Our transactional and M&A services include:

Deal Structuring & Transaction Design

We can strategize with you and your accountant or tax advisor to determine the transactions structure that best aligns with your business, tax, and risk objectives before terms harden and leverage is lost.

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• Asset vs. stock or other equity transactions

• Purchase price mechanics and consideration structure

• Coordination with your tax advisor

• Minority investments and control protections

• Internal reorganizations and pre-transaction audits and cleanups

Letters of Intent & Early-Stage Negotiation

Early documents set the tone for the deal. MBL drafts and negotiates letters of intent (LOIs) and term sheets with an eye toward precision and identifying where terms should be binding or where flexibility should be preserved.

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• LOIs, term sheets, and memoranda of understanding

• Exclusivity, confidentiality, and no-shop provisions

• Break-up fees and other deal protections

• Risk signaling and leverage positioning

• Transition planning and timing considerations

Due Diligence & Risk Assessment

MBL manages legal due diligence with a focus on material risk, helping you understand what matters, what's fixable, and what should inform deal economics.

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• Buyer-side and seller-side diligence coordination

• Contract, intellectual property (IP), employment, and regulatory review

• Identification of red flags and remediation strategies

• Disclosure schedules and risk allocation planning

• Diligence summaries tailored for business decision-makers

Definitive Agreements & Deal Documentation

We draft, negotiate, and refine the core and ancillary agreements that govern the transaction, seeking to balance legal protection with deal momentum. 

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• Purchase and sale agreements

• Representations, warranties, and covenants

• Indemnification frameworks and caps

• Earn-outs, holdbacks, and post-closing adjustments

• Ancillary documents and closing deliverables

Closings, Transition, & Post-Closing Support