Services | Mergers & Acquisitions

How we help

Yohanan Law advises entrepreneurs, founder-led businesses, small and mid-sized businesses (SMBs), and lower middle-market (LMM) companies throughout Brooklyn and New York on mergers and acquisitions, business sales, business acquisitions, partner buyouts, and ownership transitions. Our practice focuses on transactions and ownership matters under $25 million, representing both buyers and sellers across a wide range of industries. Whether you are acquiring a business to accelerate growth, selling a company you have built, bringing on a new partner, or planning an ownership transition, we provide strategic legal counsel tailored to the realities of privately held companies

Every transaction presents unique legal, financial, and operational challenges. From letters of intent (LOIs) and legal due diligence to asset purchase agreements, stock purchase agreements, financing arrangements, negotiations, and closing, we help clients identify risks, evaluate opportunities, and structure transactions that align with their business objectives. Our experience includes advising on acquisitions, divestitures, partner buyouts, and other complex ownership matters involving closely held businesses and lower middle-market companies.

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Client Industries

Technology

Manufacturing

Media

Entertainment

Retail

Professional Services

Healthcare

Insurance

Consumer Products

Technology Manufacturing Media Entertainment Retail Professional Services Healthcare Insurance Consumer Products

Previous clients

  • SnapShooter, a UK technology company, in its acquisition by Digital Ocean (NYSE: DOCN)

  • UIA Talent Agency, a Manhattan based talent agency, in multiple strategic acquisitions

  • Mechanical Epoxy, a Westchester based provider of pipes, tanks and HVAC systems, in its acquisition by a roll up

  • Gertrude, a Manhattan based coffee shop, in an acquisition of its assets by a new coffee shop

  • Art dealers, based in Los Angeles, in a sale of a majority interest in an international art dealership

FAQ

Getting Started

  • Ideally, you should hire an M&A attorney before signing a letter of intent (LOI). An M&A attorney helps structure the transaction, negotiate key terms, conduct legal due diligence, draft and review purchase agreements, manage risk, and guide the deal through closing.

  • Most SMB and lower middle-market acquisitions take between 60 and 180 days, depending on financing, due diligence, transaction complexity, and the responsiveness of the parties involved.

  • The sale process can take several months or longer depending on the company's size, industry, valuation, buyer demand, and the complexity of due diligence and negotiations.

  • Partner disputes may involve ownership rights, management authority, profit distributions, or exit strategies. The outcome often depends on the company's operating agreement, shareholder agreement, partnership agreement, or buy-sell agreement.

  • Common risks include undisclosed liabilities, contract disputes, employee claims, regulatory compliance issues, intellectual property concerns, tax exposure, and inaccurate financial representations.

  • Key transaction documents may include a confidentiality agreement (NDA), letter of intent (LOI), purchase agreement, disclosure schedules, employment agreements, financing documents, assignment agreements, and closing documents.

Structuring the Deal

  • An LOI outlines the key terms of a proposed transaction, including purchase price, structure, exclusivity, and due diligence. While most business terms are non-binding, provisions such as confidentiality, exclusivity, and expense allocation may be legally binding.

  • After signing an LOI, the parties typically begin due diligence, negotiate the purchase agreement, secure financing, address third-party consents, and work toward satisfying closing conditions.

  • Yes. SBA 7(a) loans are commonly used to finance SMB acquisitions. Buyers should understand that SBA-financed transactions often involve additional lender requirements, documentation, and closing conditions.

  • The answer depends on the transaction. Asset purchases often allow buyers to limit liability exposure, while stock purchases may simplify the transfer of contracts, licenses, and operations. The optimal structure depends on legal, tax, and business considerations.

  • Important terms often include indemnification provisions, earnouts, working capital adjustments, escrow arrangements, seller financing, representations and warranties, and post-closing obligations.

  • An earnout allows a portion of the purchase price to be paid after closing based on future business performance. Earnout provisions should clearly define performance metrics, calculation methods, reporting requirements, and dispute-resolution procedures.