The deal you structure today
determines the wealth you
walk away with tomorrow.
Buying a business, selling one, or merging two — these are the highest-stakes transactions a founder will ever face. The terms you agree to, the representations you make, and the protections you secure before closing determine everything. We represent founders at every phase of the deal, from the first letter of intent to the final signature.
For founders who are ready to make their biggest move.
You've built something worth buying — or you've found something worth acquiring. Either way, you're standing at an inflection point that most founders only reach once. The decisions made in the next few weeks will follow you for years.
Stokes Law Group represents founders, entrepreneurs, and business owners on both sides of the table — whether you're buying a business to accelerate your growth, selling a business you've spent years building, or merging with a partner to scale further than either of you could alone.
We don't approach these transactions as paperwork exercises. We approach them as wealth events — and we make sure every provision, every warranty, and every closing condition is structured to protect your financial interests.
"These transactions require careful legal planning to ensure the deal structure protects your financial interests. We offer phased representation for acquisitions and business sales — so you're never navigating any stage alone."— Stokes Law Group
Most deals don't fall apart at closing. They fall apart long before it.
Every stage of an M&A transaction carries distinct legal risk. Here's what's actually at stake at each phase.
The Letter of Intent sets the terms of the fight
An LOI looks preliminary — but the provisions you agree to here shape every negotiation that follows. Binding vs. non-binding language, exclusivity clauses, and deal structure decisions made in the LOI are difficult and expensive to unwind later.
The Purchase Agreement determines your exposure
Representations and warranties, indemnification provisions, and post-closing obligations can haunt you long after the deal closes. A poorly negotiated purchase agreement can leave you personally liable for problems that existed before you ever signed.
Closing is where deals — and wealth — are lost
Escrow arrangements, closing conditions, and last-minute document gaps can derail a transaction at the final hour. Thorough closing preparation ensures every legal deliverable is satisfied and your interests are protected through the transfer of ownership.
Phased representation — from first offer to final signature.
We offer three phases of M&A representation, each corresponding to a critical stage of the transaction. You can engage us for all three or begin at whichever phase your deal currently requires.
The Letter of Intent is where the deal is born — and where the most consequential early decisions are made. Before any formal purchase agreement is drafted, the LOI establishes the framework that both parties will work within. Getting this right matters.
We draft or review your Letter of Intent, advise on which provisions should be binding versus non-binding, identify language that creates unintended obligations, and negotiate preliminary deal terms to establish a strong legal foundation before the formal purchase agreement process begins.
- Drafting or reviewing the Letter of Intent
- Advising on binding vs. non-binding provisions
- Identifying risk in exclusivity and no-shop clauses
- Negotiating preliminary deal terms and structure
- Strategic guidance on deal framework before Phase 2
The Purchase Agreement is the most important document in any M&A transaction. It governs what you're buying or selling, what representations and warranties each party is making, how disputes will be resolved, and what your liability exposure looks like after closing.
We conduct a detailed legal review and negotiation of the primary transaction documents — including the purchase agreement and all associated schedules — with particular attention to representations and warranties, indemnification provisions, and closing conditions that could expose you to post-transaction risk.
- Line-by-line review of the purchase agreement
- Negotiation of representations and warranties
- Analysis of indemnification and liability provisions
- Review and negotiation of closing conditions
- Associated schedules and exhibits review
- Strategic guidance on deal terms that affect long-term value
Closing is not the finish line — it's the most operationally complex moment in any transaction. Documents must be in order, conditions must be satisfied, and every party must be ready to perform their obligations simultaneously. One missed deliverable can delay or kill a deal at the final hour.
We coordinate all closing documents, review escrow arrangements, and ensure every legal deliverable is satisfied prior to the transfer of ownership. Where the transaction includes outside financing or equity participation, we prepare additional investor documentation to support a clean close.
- Coordination of all closing documents
- Escrow arrangement review and guidance
- Verification of all closing conditions
- Pre-closing legal deliverables checklist
- Investor documentation (where applicable)
- Final review to ensure a clean transfer of ownership
Transparent pricing at every phase.
Each phase is priced separately so you can engage us at whatever stage your transaction currently requires. Most clients engage all three phases for complete representation through the full deal lifecycle.
All three phases combined represent comprehensive legal coverage for one of the most significant financial transactions of your business life — at a fraction of what a disputed deal or poorly structured transaction will cost to unwind.
This is not your average deal counsel.
We bring the same culturally fluent, founder-first approach to M&A that we bring to every service — because the stakes are too high for anything less.
We represent founders, not institutions.
Most M&A attorneys come from a corporate background built to serve institutional buyers with deep pockets and extensive legal teams. We represent the founder — the person who built the business, who has everything riding on this deal, and who needs counsel that actually speaks their language.
We see the whole picture.
An M&A transaction doesn't exist in isolation. It intersects with your estate plan, your existing contracts, your IP portfolio, and your business structure. Because we work across all three pillars — Legacy, Wealth, and Protection — we spot issues that a transaction-only attorney would miss entirely.
We lead with strategy, not paperwork.
Every engagement starts with a $500 Strategy Session that maps your deal structure, identifies your risk exposure, and gives you a clear picture of what you're walking into before any documents are drafted. Strategy first — always.
We keep you in the loop at every stage.
Real-time matter tracking through your client portal means you're never wondering where your deal stands. Every milestone, every filing, every communication — documented and accessible from your phone. No black boxes. No chasing emails.
If any of these apply — it's time to call us.
M&A transactions come in many forms. Here are the most common scenarios we handle.
You've received an offer to buy your business.
Before you respond — or sign anything — you need to understand the structure of the offer, what you're agreeing to, and how to protect your interests through the sale process. We help you evaluate and negotiate from a position of strength.
You're acquiring a business or brand.
Due diligence, deal structure, IP transfer, representations and warranties — acquisitions require careful legal planning to ensure you're not inheriting problems you didn't know existed. We protect you on the buy side.
You're merging with a partner or competitor.
Mergers require clarity on governance, equity, decision-making authority, and exit provisions before the deal is done. Getting the structure right at the outset prevents the disputes that destroy partnerships later.
You have a Letter of Intent in hand.
The LOI stage is not too early for an attorney — it's the most critical time to have one. The terms established here set the tone for everything that follows. Don't negotiate the LOI alone.
You're restructuring your business for a future sale.
Positioning your business for acquisition requires cleaning up your legal infrastructure — contracts, IP, corporate governance, and compliance. We help you build the legal foundation that makes buyers confident and valuations stronger.
A deal is about to close and you're not sure it's right.
Last-minute concerns at closing are common and serious. If something doesn't feel right in the documents, we can review the transaction and give you the clarity you need before you sign.
Frequently Asked Questions
Do I need to engage all three phases?
No — each phase can be engaged independently depending on where your transaction currently stands. If you already have a signed LOI and need representation for the purchase agreement, we can begin at Phase 2. Most clients benefit from engaging all three phases for complete coverage through the full deal lifecycle.
What is a Letter of Intent and why does it matter?
A Letter of Intent is a preliminary document that outlines the basic terms of a proposed transaction before a formal purchase agreement is drafted. While many LOI provisions are non-binding, key terms like exclusivity and deal structure can create real obligations — and the framework established in the LOI shapes every negotiation that follows.
What are representations and warranties?
Representations and warranties are statements made by each party about the state of the business being bought or sold — its financials, legal standing, contracts, IP, and more. If these statements turn out to be inaccurate after closing, the party who made them can be held liable. Negotiating these provisions carefully is one of the most important things an M&A attorney does.
How long does an M&A transaction typically take?
Timelines vary significantly depending on deal complexity, responsiveness of both parties, and due diligence requirements. Simple asset acquisitions can close in 30–60 days. More complex transactions with multiple parties, financing, or significant due diligence often take 90–180 days or longer. We'll give you a realistic timeline assessment during your strategy session.
Do you represent buyers, sellers, or both?
We represent either side of the transaction — buyers and sellers — but never both parties in the same deal. Conflict-free representation is fundamental to our ability to advocate effectively for your interests. If both parties in a transaction want SLG representation, we can assist one party in finding qualified alternative counsel.
How do I get started?
Book a $500 Strategy Session with Attorney Stokes. In one hour, we'll assess your transaction, identify your risk exposure, and give you a clear picture of what legal representation looks like at each phase of the deal. That $500 is applied directly to your retainer if you retain the firm within 14 days.
Your legacy, wealth, and protection are our priority.
M&A transactions are among the highest-stakes moments in a founder's life. Start with a $500 Strategy Session — one hour with Attorney Stokes to assess your deal, map your risk, and build a legal strategy before anything is signed.
Schedule a Strategy Session $500 · 1 Hour · Zoom · By Appointment