Mergers and Acquisitions Lawyer in New York
Get the deal you agreed to at the finish line
Buying or selling a company can involve years of work and significant value. The documents signed along the way determine how much of that value you keep and what risk follows you after closing. Braverman Law advises New York business owners and private companies on acquisitions, sales, mergers and other strategic transactions.
Representative Clients
Keep control of the deal as it develops
The headline price is only one part of an M&A transaction. Payment structure, working capital adjustments, representations and warranties, indemnification, escrows, earnouts and closing conditions can all change what you receive, what you pay and what happens after the transaction closes.
We help business owners understand those terms and negotiate the legal structure behind the deal.
Braverman Law, based in New York, advises private companies on both sides of M&A transactions, including business sales, strategic acquisitions, asset purchases and mergers.
Legal support across the entire transaction
Braverman Law can advise from the early stages of a potential deal through negotiation, diligence, documentation and closing.
Business Acquisitions
Buying another company means taking on more than its assets and revenue. Part of a business acquisition lawyer’s job is finding out what else comes with it.
We help buyers investigate the business, structure the acquisition, negotiate the transaction documents and understand the liabilities they may be assuming.
Business Sales
Selling a company can turn years of work into a single transaction.
We represent owners through the sale process, helping negotiate the terms, respond to buyer diligence and protect their position through closing.
Asset Purchases & Sales
A transaction may involve purchasing selected assets rather than acquiring the entire legal entity.
We advise on the assets and liabilities included in the deal and prepare the asset purchase agreement and other documents required to transfer them.
Stock Purchases
A stock purchase transfers ownership of the company itself.
We advise buyers and sellers on the stock purchase agreement, including purchase price terms, representations and warranties, indemnification and other provisions governing the transaction.
Mergers
Some transactions are better structured as mergers.
We advise private companies on merger structures, transaction documents, approvals and closing requirements.
Strategic Transactions
M&A can also include joint ventures, strategic partnerships and other combinations designed to expand a business or enter a new market.
We structure and document these arrangements.
M&A support built around your transaction
Business owners preparing to sell
You have spent years building the company. Selling it may be the largest financial transaction you ever complete.
We help owners understand the deal, negotiate the documentation and protect their interests through closing.
Companies making strategic acquisitions
Acquiring another business can accelerate growth, add capabilities or open a new market.
We help buyers investigate what they are acquiring and structure the transaction around their commercial objectives.
Venture-backed companies approaching an exit
An acquisition or other liquidity event introduces questions around stockholder rights, investor approvals, transaction structure and the distribution of sale proceeds.
We advise the company through the transaction.
Lower middle-market businesses
We focus on private companies and provide sophisticated transactional support without the structure and overhead associated with a large law firm.
Keep senior legal experience close to the deal
M&A transactions can move quickly and involve dozens of interconnected decisions.
With Braverman Law, you work directly with Adam Braverman, the firm’s principal attorney.
His experience includes acquisitions, business sales, mergers, asset transactions and strategic deals across technology, consumer products, media, advertising and other industries.
When specialist tax, intellectual property, privacy or executive compensation advice is required, Braverman Law works with a network of boutique firms to bring that advice into the transaction.
20+ years advising private companies and business owners on M&A, financing and corporate transactions.
Take the deal from offer to closing
Structure the deal
We start by understanding the proposed transaction, your objectives and the commercial terms already on the table.
We can advise during early negotiations and review or negotiate the letter of intent or term sheet before the parties move into definitive documentation.
Work through diligence and negotiation
Braverman Law helps coordinate due diligence and negotiate the transaction documents.
For buyers, that means understanding what you are acquiring and the risks attached to it.
For sellers, it means responding to diligence while protecting the value and terms of the proposed sale.
Close the transaction
We coordinate the legal work required to move the deal toward closing, including definitive agreements, ancillary documents, corporate approvals and closing deliverables.
The goal is a completed transaction that reflects the deal you intended to make.
Deal experience across industries and structures
Adam has advised on private company transactions ranging from smaller deals to transactions valued at well over $100 million.
Represented a network management software specialist in the acquisition of an infrastructure provider for stock and cash.
Represented a healthcare company in a reverse merger and subsequent Nasdaq listing.
Represented a private-equity-backed waste disposal company in a significant acquisition of a landfill and related facilities.
Represented a national furniture rental company in multiple asset sales.
Represented a leading clothing brand in its acquisition of another clothing company, including trademark and related assets.
Represented a public relations firm in the strategic acquisition of a complementary specialist firm.
Represented the owner of an advertising firm in the sale of the business to a strategic buyer.
Represented a Spanish talent agency in its acquisition of a US-based sports talent agency.
Represented an online machine learning and data science publisher in the sale of its assets.
The deal price is only the beginning
Two parties can agree on a headline price and still have significant negotiating left to do. Several provisions can change the economics and risk of an M&A transaction.
| Term | What it affects |
|---|---|
| Deal Structure | A buyer may acquire the company’s stock or purchase specific assets. The structure affects what transfers to the buyer and which liabilities remain with the seller. Tax considerations can also influence the preferred structure. |
| Purchase Price | The number at the top of the deal is not necessarily the amount ultimately paid. Working capital adjustments, debt, cash, escrows, holdbacks and other provisions can affect the final proceeds. |
| Earnouts | Part of the purchase price may depend on the business reaching agreed targets after closing. The way those targets are defined and measured can have a significant effect on what the seller ultimately receives. |
| Representations & Warranties | Sellers make statements about the company and its operations as part of the transaction. The scope of those representations, the exceptions disclosed and the consequences if one proves inaccurate all require careful negotiation. |
| Indemnification | The purchase agreement may determine when one party must compensate the other for certain losses after closing. Caps, baskets, survival periods and exclusions can all change the level of post-closing exposure. |
| Closing Conditions | Signing an agreement does not always mean the transaction is complete. The parties may still need to satisfy agreed conditions before ownership and money change hands. |
Legal support around the transaction
An acquisition or sale can connect with several other areas of corporate law.
Commercial Contracts
Review and negotiate agreements connected with the company or transaction.
Outside General Counsel
Get ongoing legal support before and after a major corporate transaction.
Startup Financing
Get legal support for equity financing, SAFEs, convertible notes and strategic investments.
M&A legal support for New York businesses
Braverman Law represents New York business owners and private companies when they buy, sell or merge a business.
We provide senior-level transactional advice without passing the deal through layers of junior attorneys.
Mergers and acquisitions FAQs
What does a mergers and acquisitions lawyer do?
A mergers and acquisitions lawyer advises businesses and owners on buying, selling and combining companies.
The work can include structuring the transaction, negotiating a letter of intent, coordinating due diligence, drafting and negotiating transaction documents, obtaining corporate approvals and completing the closing.
Do I need to hire an M&A lawyer for the Letter of Intent (LOI)?
Legal advice is a must before you sign a letter of intent. Certain provisions, such as the exclusivity (no-shop) and confidentiality clauses, are binding and must be closely scrutinized. For further detail, see Letter of Intent in a Business Sale: What’s Actually Binding →
And even though many of the other terms in an LOI are technically non-binding, in practice the LOI establishes key deal points (price, earnouts, working capital) that anchor the rest of the transaction negotiations, for both the seller and buyer. Most participants therefore engage counsel at the LOI stage.
How much does an M&A lawyer cost?
We usually agree on the scope of the letter of intent stage first, then give you an estimate for the purchase agreement and closing once the deal structure is set.
Cost depends on when you bring us in, the size of the deal, which side you are on and how much diligence and negotiation it involves. A lot also depends on the parties’ tax position, such as whether there are qualified small business stock (QSBS) or incentive compensation issues.
Deal structure matters too. An all-cash asset sale needs fewer documents than a deal with an earnout, a seller note or an SBA lender’s closing checklist. Deals with a private equity firm on the other side usually involve additional complexity due to rollover equity issues, heavier diligence, longer disclosure schedules and more rounds of negotiation.
Does Braverman Law represent buyers and sellers?
Yes.
We represent private companies and business owners on both buy-side and sell-side M&A transactions.
Our experience includes acquisitions, company sales, asset transactions, mergers and other strategic deals.
Does Braverman Law represent public companies?
Braverman Law focuses on private, closely held companies.
We can advise clients being acquired by publicly traded companies, including transactions where public company stock forms part of the purchase consideration.
What is due diligence in an acquisition?
Due diligence is the buyer’s investigation of the company before completing the acquisition.
Depending on the transaction, the review may cover corporate records, financial information, material contracts, intellectual property, employees, litigation, regulatory issues and other areas of the business.
What is the difference between an asset sale and stock sale?
In an asset transaction, the buyer purchases specified assets and may assume specified liabilities.
In a stock transaction, the buyer acquires ownership of the company itself.
The legal and tax consequences differ, so transaction structure can become an important part of negotiations.
How long does an M&A transaction take?
There is no single timeline.
The size and complexity of the business, financing, diligence findings, regulatory issues and the speed of negotiations can all affect how long a transaction takes to close.
Can Braverman Law coordinate specialist attorneys?
Yes.
M&A transactions can raise specialist questions involving tax, intellectual property, privacy, executive compensation and other areas.
Braverman Law works with a network of boutique firms when specialist advice is required.
How do I choose a mergers and acquisitions lawyer in New York?
Look at the attorney’s experience with transactions similar to yours, the types and sizes of companies they represent, who will handle the work day to day and how fees are structured.
Adam has more than 20 years of transactional experience and works directly with clients throughout their deals.
What kind of lawyer do I need to sell my business?
A lawyer who handles mergers and acquisitions for private companies.
We represent owners selling their businesses, from the letter of intent through due diligence, the purchase agreement and closing.
Much of the negotiation is over what the seller can owe the buyer after closing. On a $6 million sale, for example, capping indemnification for general representations at 10% of the price, rather than the full price, limits the seller’s exposure on those representations to $600,000 instead of $6 million.
Buying or selling a business in New York?
The price may be agreed, but there is still a lot of deal left to negotiate.
Braverman Law helps New York business owners and private companies protect their position, work through the transaction and reach closing with experienced counsel beside them.
Tell us what you need. We’ll be in touch shortly.