Accelerate Your Growth with Trusted M&A Services
Partner with our M&A experts for seamless deals—drafting agreements, managing due diligence, and ensuring compliance so you can focus on strategic growth.
Asset Purchase Agreement
Sell or acquire business assets with clarity, precision, and confidence.
We draft, negotiate, and finalize Asset Purchase Agreements (APAs) that clearly define what transfers, what doesn’t, and how liabilities are allocated. Whether you’re selling a division, acquiring a book of business, or buying out operational assets, we handle the full transaction lifecycle—from diligence to closing—ensuring compliance, efficiency, and risk control.
Scope of Work
- Consultation with Client via phone/email to define deal structure, asset scope, and transaction objectives
- Draft and negotiate Asset Purchase Agreement, including representations, warranties, covenants, and schedules of purchased and excluded assets
- Coordinate and manage due diligence review, disclosure schedules, and consents for assignment or transfer
- Draft and finalize ancillary agreements, such as bills of sale, assignments, transition services, and non-compete or employment agreements
- Manage closing mechanics, including signature packets, funds flow, and post-closing deliverables
- Provide ongoing consultation and guidance throughout negotiation, signing, and closing to ensure alignment with Client’s goals
Hourly
Due to the unpredictable nature and complexity of asset purchases, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most APAs range between $30,000–$40,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the transaction does not come to a close, the second payment installment shall be reduced to $10,000 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 80 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >100 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <60 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex asset transactions efficiently and effectively.
The ability to avoid inheriting unknown liabilities while selectively acquiring only valuable assets.
Yes. Buyers often gain a stepped-up basis in acquired assets, creating valuable tax deductions.
Reorganization
Restructure your business with clarity, compliance, and confidence.
We guide companies through internal reorganizations, conversions, and ownership realignments designed to simplify structure, enhance efficiency, and position for growth or investment. Whether preparing for a financing, cleaning up a multi-entity structure, or realigning ownership among stakeholders, we provide steady guidance from planning through execution—ensuring compliance, coordination, and confidence at every step.
Scope of Work
- Consultation with Client via phone/email to define reorganization objectives, structure, and timeline
- Draft and finalize core documentation, including Plan of Reorganization, Conversion or Merger Agreements, and amendments to governing documents
- Prepare and coordinate supporting materials, including Board and Stockholder Consents, regulatory filings, and asset or IP assignments
- Collaborate with Client’s tax and financial advisors to ensure structural and tax efficiency
- Provide ongoing consultation and support through implementation and post-closing compliance
Hourly
Due to the unpredictable nature and complexity of reorganizations, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most reorganizations range between $35,000–$45,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of reorganization, or 25% in the event of "no close"*
*No Close: In the event the reorganization does not come to a close, the second payment installment shall be reduced to $10,000 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 80 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >100 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <60 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex reorganizations efficiently and effectively.
The most common types include mergers, acquisitions, spin-offs, recapitalizations, and bankruptcy reorganizations. Each has different strategic and financial implications.
The timeline depends on complexity. Simple restructurings may take a few months, while larger mergers or court-ordered reorganizations can take a year or more.
It is best to involve counsel early in the process. Attorneys can advise on structure, draft necessary documents, ensure regulatory compliance, and help preserve tax advantages.
Stock Purchase Agreement
Transfer ownership with clarity, protection, and precision.
We guide clients through the sale or purchase of company equity under a Stock Purchase Agreement (SPA), ensuring the transaction is properly structured, documented, and compliant. Whether you’re a founder selling a controlling interest, an investor purchasing shares, or a company consolidating ownership, we handle every stage of the process—from diligence through closing—with experienced, deal-tested counsel.
Scope of Work
- Consultation with Client via phone/email to align on transaction structure, valuation, and closing objectives
- Draft and negotiate the Stock Purchase Agreement, including key representations, warranties, covenants, indemnities, and closing conditions
- Coordinate due diligence, disclosure schedules, and investor or stockholder approvals
- Draft and finalize ancillary documents, such as Board and Stockholder Consents, employment or consulting agreements, IP assignments, and transition services agreements
- Manage closing mechanics, including signature packets, funds flow, and post-closing deliverables
- Provide ongoing consultation and guidance throughout negotiation, signing, and closing
Hourly
Due to the unpredictable nature and complexity of stock purchases, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most SPAs range between $45,000–$55,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the transaction does not come to a close, the second payment installment shall be reduced to $12,500 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 100 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >125 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <75 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex asset transactions efficiently and effectively.
The term sheet is a non-binding summary of key deal points. The SPA is the binding agreement that formalizes the transaction and contains detailed legal terms.
Yes, all participating investors sign the SPA, along with the company. It governs the purchase of shares in that financing round.
Yes. Some SPAs allow staged investments or additional closings if investors commit to fund in tranches.
Merger
Navigate your merger with precision, control, and confidence.
Mergers are among the most complex and high-stakes corporate transactions. They demand strategic coordination, meticulous documentation, and experienced counsel who can anticipate challenges before they arise. Whether combining entities for growth, simplifying a multi-entity structure, or positioning for acquisition, we manage every moving part—from diligence to closing—so you can focus on strategy and execution. Our team brings a steady hand and proven deal experience to ensure your transaction proceeds efficiently, compliantly, and in alignment with your goals.
Scope of Work
- Consultation with Client via phone/email to align on transaction structure, goals, and timeline
- Draft and negotiate the Merger Agreement, including key representations, warranties, covenants, and closing conditions
- Coordinate and manage due diligence review, disclosure schedules, and regulatory filings
- Draft or review ancillary agreements, such as employment offers, IP assignments, non-competes, transition services, and consents
- Manage closing mechanics, including signature packets, funds flow, and post-closing deliverables
- Provide ongoing consultation and guidance throughout negotiation, signing, and closing to ensure efficiency and alignment with Client’s objectives
Hourly
Due to the unpredictable nature and complexity of mergers, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, most mergers range between $50,000–$70,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the transaction does not come to a close, the second payment installment shall be reduced to $15,000 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 120 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >150 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <90 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex asset transactions efficiently and effectively.
A merger combines two or more companies into one surviving entity, while an acquisition occurs when one company purchases another’s stock or assets.
Due diligence is the process of investigating financial, legal, and operational risks before closing. It helps identify liabilities, verify valuations, and strengthen negotiation positions.
Not all mergers require government approval, but larger transactions or deals in regulated industries may need clearance from agencies like the FTC, DOJ, or industry-specific regulators.
Sell-Side / Buy-Side M&A Counsel
Navigate your company’s sale or acquisition with experienced, deal-tested counsel.
We represent business owners and buyers through the full M&A lifecycle—from initial term sheet to closing. Whether you’re selling your company, acquiring a competitor, or entering a strategic transaction, we act as your dedicated deal counsel—protecting your interests, managing complexity, and ensuring your transaction moves smoothly from diligence to close.
This service is ideal for clients who are negotiating a sale or acquisition but don’t yet know which deal structure—asset sale, stock sale, or merger—best fits their goals. We provide the strategic and legal guidance necessary to evaluate options, develop the right structure, and execute the transaction efficiently.
We handle the full scope of legal, strategic, and procedural work required in a sale or acquisition. That includes transaction planning, diligence coordination, negotiation strategy, and drafting and closing all key agreements. Throughout the process, we collaborate closely with your financial advisors, tax professionals, and opposing counsel to keep momentum and protect value.
Scope of Work
- Consultation with Client via phone/email to define transaction objectives, structure, and timeline
- Draft and negotiate key transaction documents, including Term Sheets, Letters of Intent (LOIs), and Purchase Agreements (Asset or Stock)
- Coordinate and manage due diligence review, disclosure schedules, and regulatory filings
- Prepare and finalize ancillary agreements, such as employment, non-compete, IP assignment, and transition services agreements
- Oversee closing mechanics, including wire instructions, e-signature coordination, and post-closing obligations
- Provide ongoing consultation and guidance throughout negotiation, diligence, signing, and closing
Hourly
Due to the unpredictable nature and complexity of mergers an acquisitions, we traditionally operate on an hourly basis, making it easy to get started with a $5,000 replenishing retainer. While total costs vary by scope and diligence, the cost of most merger or acquisition counsel ranges between $60,000–$80,000.
Flat Fee Payment Terms
This structure provides predictable pricing with payments aligned to project milestones:
- 50% payable upon engagement
- 50% payable within five (5) business days of transaction close, or 25% in the event of "no close"*
*No Close: In the event the transaction does not come to a close, the second payment installment shall be reduced to $17,500 and payable within five (5) business days of the good faith determination of "no close."
Flat Fee Total Project Hours
Capped at 140 hours of total Firm billable time with 25% flexibility adjustment**
**Flexibility Adjustment:
If the Scope of Work exceeds the Total Project Hours by 25% (i.e., >175 hours of total firm billable time), additional work will be billed at our standard hourly rates and payable in addition to the second installment of 50% of the flat fee upon close.
If the Scope of Work is completed before exceeding the Total Project Hours less 25% (i.e., <105 hours of total Firm billable time), Client shall be entitled to a pro-rated adjustment of the second installment of 50% of the flat fee upon close.
This structure allows clients to budget confidently while securing the resources necessary to complete complex asset transactions efficiently and effectively.
Most deals take 6–12 months from initial negotiations to full integration. Complex deals, cross-border structures, or regulatory approvals can stretch this longer.
A merger combines two or more companies into one surviving entity, while an acquisition occurs when one company purchases another’s stock or assets.
It depends on structure (asset vs stock), parties’ jurisdictions, use of tax elections (e.g. 338), and deferred consideration. Always engage tax counsel early.
Our M&A Offerings Guide
What our clients are saying
“@VC came in at a really critical time.
They actually ended up serving as a role of sales enablement by being a partner that can react quickly and get us the right kind of agreements in place with big enterprises.”
“@VC came in at a really critical time.
They actually ended up serving as a role of sales enablement by being a partner that can react quickly and get us the right kind of agreements in place with big enterprises.”
Bench Talent Cloud needed a legal partner that could keep up with its pivots, product advancements, and enterprise deal flow without slowing the business down. @VirtualCounsel stepped in as fractional General Counsel, handling SaaS agreements, MSA/SOWs, fundraising, cap table management, and even enabling enterprise sales by getting the right agreements in place fast.
@VC also represented Fulcrum Workforce Solutions (our original client) through a strategic merger with Open Assembly to create the technological powerhouse that is Bench Talent Cloud. Today, Bench has a seasoned legal team in its corner and a business that continues to grow.
“We're a tech startup, so we don't have the luxury of finding out what we owe in legal fees at the end of the month based on an email or phone call we didn't know about. So having a consistent retainer that we can really trust in, depend on, and make budgeting decisions based off of is huge. I honestly have had the best experience working with @VirtualCounsel. Not just the predictability of payments, but more so the level of service has been above and beyond any service-based company I have ever worked with. "
"I like that Daniel's team kept reminding me to attend to the foundational signatures required to keep the process moving. As a founder, I'm constantly getting my attention pulled away from the priorities -- and getting this corporation formed and initial stock allocated, was a priority (that I was inclined to drag my feet on)."
“With any other legal team, I’ve already had the experience that it’s going to be more expensive, more difficult, and just cause me heartache. Working with @VirtualCounsel is a HUGE difference – I tell everyone I can about how great @VirtualCounsel is, and I recommend them to anyone with a start-up or growing business. They've helped me with almost every single legal aspect of my business you can think of."
"I think the most important thing is that I felt like I had counsel. I had someone that I could rely on regularly, whenever I had a concern. They mapped out everything I needed to do for the weeks and months ahead in order to keep my company compliant, stable, and secure so that I had the space to go out and do my work and do my business."
"I actually ENJOY talking with my legal team! They do everything so fast. The communication is so fast, you’re not calling a secretary, you’re not waiting. It’s all online where you can chat very very quickly with @VirtualCounsel in Slack and get your questions answered and then, if needed, you can hop on a quick call with them and go over what you actually need to do.”
“We’re really grateful that @VirtualCounsel has been alongside us for our whole journey. Scrapping together legal documents is a bad idea, so we’re really glad we’ve had @VirtualCounsel from the beginning because those early decisions are impacting things we’re dealing with today and we’re really glad we had the whole professional structure set up.”
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FAQs
Use original objectives and metrics (revenue growth, cost synergies, retention, integration milestones) to measure success over 12–36 months.
Advisors help structure the deal, manage process, run auctions, negotiate, draft agreements, coordinate diligence, and maintain alignment between parties.
It depends on structure (asset vs stock), parties’ jurisdictions, use of tax elections (e.g. 338), and deferred consideration. Always engage tax counsel early.
Yes - when buyer and seller disagree on future projections, partial payments may be contingent on performance (revenue, EBITDA) after closing.
That depends on negotiated terms: you might roll over equity, receive a new role (e.g. leadership, board seat), or exit entirely. Clarify this in the agreement.
By creating an integration plan early (even during diligence), having a dedicated integration team, defining workstreams and metrics, maintaining communications, and monitoring synergy progress vs forecast.
Include conditions precedent in the agreement (deal contingent on approvals). Also negotiate termination rights, refund or break-up fees, and fallback structure planning.
Asset purchases, carve-outs, strong representations/indemnities, limited liability caps, escrow, and holdbacks are tools to limit exposure. But complete insulation may not be possible in stock or merger deals.
Key protections include representations and warranties, indemnification caps and baskets, survival periods, escrow or holdback amounts, earn-outs, and carveouts (e.g. for tax, IP, regulatory matters).
Yes - many agreements include conditions precedent, Material Adverse Change (MAC) clauses, break-up rights, or renegotiation triggers if due diligence uncovers issues. A poorly performing integration may also prompt adjustments.
Most founders aren't prepared when acquisition opportunities arise.
You're navigating term sheets, due diligence, and negotiations without experienced guidance.
You're concerned about valuation, deal structure, and protecting your team through the transition.
You're overwhelmed by the legal complexity when you should be focused on the strategic opportunity.
We get it, which is why we guide you through deals that actually work for you.
Your M&A Advantage
Gain Negotiation Advantage
Accelerate Due Diligence
Seamless Post-Close Integration
Navigate M&A with Confidence
Partner with our M&A experts for seamless deals—drafting agreements, managing due diligence, and ensuring compliance so you can focus on strategic growth.