Corporate & M&A
Sell-side and buy-side representation from letter of intent through closing and post-close integration.
Expert counsel for complex transactions, corporate restructuring, and strategic business combinations.
We represent buyers, sellers, and investors in mergers, acquisitions, asset sales, stock purchases, and strategic transactions across technology, life sciences, entertainment, and other industries. Our M&A attorneys bring BigLaw deal experience to mid-market and emerging company transactions, providing sophisticated counsel at boutique pricing.
From initial term sheets and due diligence through definitive agreements, closing mechanics, and post-closing integration, we manage every aspect of the transaction lifecycle. We handle purchase price structures (cash, stock, earnouts), representations and warranties, indemnification provisions, escrows, and regulatory filings. Our IP and corporate governance expertise allows us to identify deal risks and negotiate protections that matter.
Whether you're selling your company, acquiring a competitor, raising growth capital with M&A components, or exploring strategic partnerships and joint ventures, Sigma Law Group provides the transactional expertise you need to close deals efficiently and protect your interests.
Services
- Mergers & Acquisitions
- Corporate Restructuring
- Due Diligence
- Strategic Transactions
- Joint Ventures
- Public Companies
Frequently Asked Questions
What should I look for in an M&A attorney?
An effective M&A attorney should have three core competencies: deal structuring experience to optimize tax and business outcomes, rigorous due diligence skills to identify risks and negotiate protections, and strong drafting ability to create enforceable agreements that withstand disputes. At Sigma Law Group, our attorneys have handled M&A transactions at BigLaw firms including Fox Rothschild, Lowenstein Sandler, and McCarter & English, representing both strategic and financial buyers in deals ranging from mid-market acquisitions to nine-figure transactions. We understand how to structure earnouts, negotiate indemnification baskets and caps, conduct IP and contract due diligence, and close deals on aggressive timelines. Our boutique structure means senior attorneys manage your transaction from term sheet through closing, not junior associates.
How long does an M&A transaction typically take?
M&A timelines vary based on deal size, complexity, and financing structure. A straightforward acquisition of a private company typically takes 60-120 days from signed letter of intent (LOI) to closing. The process includes: due diligence (2-6 weeks), definitive agreement negotiation (2-4 weeks), regulatory filings and third-party consents (2-8 weeks), and closing preparations (1-2 weeks). Transactions involving earnouts, complex IP portfolios, regulatory approvals, or financing conditions take longer. Speed-to-close matters in competitive processes—our team moves quickly on diligence, drafting, and negotiation to help clients win deals and minimize execution risk.
What is sell-side M&A representation?
Sell-side representation means we represent the company being acquired, not the buyer. Our role includes: preparing the company for sale through legal due diligence cleanup, negotiating LOIs and term sheets to maximize valuation and favorable terms, managing the buyer's due diligence requests, drafting or negotiating the purchase agreement and ancillary documents, and coordinating with investment bankers, accountants, and other advisors. We focus on limiting seller liability through narrow representations and warranties, favorable indemnification terms (baskets, caps, survival periods), and minimizing escrows and earnouts. For venture-backed companies, we also negotiate the distribution waterfall and management incentive plans.
What is the difference between an asset sale and a stock sale?
In a stock sale, the buyer purchases the equity of the target company, acquiring all assets and assuming all liabilities (known and unknown). Stock sales are cleaner for sellers but expose buyers to legacy risks. In an asset sale, the buyer selectively acquires specific assets (contracts, IP, equipment) and assumes only agreed liabilities, leaving unwanted liabilities with the seller. Asset sales require more work—each contract, permit, and license must be assigned—but give buyers more control and protection. Tax treatment also differs: asset sales often favor buyers (step-up in basis) and disadvantage C-Corp sellers (double taxation), while stock sales favor sellers. We help clients evaluate the trade-offs and structure deals to optimize both legal and tax outcomes.
Contact us to discuss your M&A or corporate transaction needs:
Phone: (215) 608-6588
Email: info@sigmalawgroup.com