Mergers & Acquisitions / Buy-Side
A disciplined acquisition starts with a clear thesis, a realistic target and an internal process that guides as diligence changes the picture.
~5 MINUTES · 22 QUESTIONS
Readiness review
01 Structure and ownership
02 Authority and risk allocation
03 Execution and next steps
A buyer's proces
The legal work is most useful when it keeps the commercial objective in view. That means asking what the buyer is actually acquiring, which risks matter to the operating plan and how the agreements should handle the points that could change the economics.
01
Establish the right deal structure, scope of exclusivity, diligence expectations and the economic points that deserve early attention.
02
Focus the review on contracts, ownership, employees, customers, liabilities, operations and the dependencies that can affect value or integration.
03
Translate the negotiated deal into an asset or stock/equity purchase agreement with clear allocation of risk, conditions and remedies.
04
Coordinate financing, employment or consulting arrangements, restrictive covenants, closing documentation and the adjustments that follow completion.
Buying a Business
A promising acquisition still needs a disciplined legal process. RAETZER helps buyers test the opportunity, allocate risk and move from a commercial thesis to a closing that supports the post closing plan.
Acquisition Strategy → Target Selection → LOI & Deal Structure → DUe Diligence → Financing → Definitive Agreements → Closing & Integration
An acquisition is a negotiated business transaction, not merely a document project. These packages cover defined legal work for qualifying buy-side transactions.
All matters are billed on an hourly basis (the estimate is not paid upfront).
RAETZER does not guarantee that a transaction will be identified, financed, or completed and does not provide target introductions, business-broker, investment-banking, valuation, or financing services.
Package 1
Starting at; Final fee ESTIMATE confirmed after attorney review.
Best for
a qualifying buyer acquiring 1 privately held U.S. business in a straightforward transaction, generally below $2M.
Principal inclusions
Transaction-structure consultation
One LOI review/preparation
Standard legal due diligence
One principal asset/equity purchase agreement
Standard ancillary/closing documents
One closing
Assumptions: one buyer/target, private U.S. business, one principal agreement, one ordinary financing source, one closing, no rollover, complex earn-out, material owned real estate, environmental, specialty approval, cross border, public company securities, distressed/bankruptcy, reasonably organized diligence, and ordinary commercially reasonable negotiation. Eligibility, scope and estimate are confirmed after readiness assessment, conflicts review, attorney consultation and execution of an engagement agreement.
Supplemental fee may apply for material financing, extensive schedules, substantial seller financing, employment negotiations, repeated restructuring, unusual tax-driven structures, or extraordinary diligence.
Package 2
Starting at; Final fee ESTIMATE confirmed after attorney review.
Best for
a qualifying acquisition of $2M - $10M or a smaller transaction with moderate complexity.
Principal inclusions
Expanded diligence/tracking
Asset-vs-equity structure
Working capital/cash/debt/purchase-price adjustments
One seller note/escrow/holdback/earn-out/limited rollover
Disclosure schedules/key transition documents
Financing/closing coordination
Assumes one buyer/target/principal acquisition/closing, ordinary negotiation, and one principal contingent/financing component. Eligibility, scope and estimate are confirmed after readiness assessment, conflicts review, attorney consultation and execution of an engagement agreement.
Multiple layers, extensive rollover governance, substantial real estate, regulated industry, unusually extensive diligence, repeated re-trading, or additional targets require supplemental/custom scope.
Package 3
Starting at; Final fee ESTIMATE confirmed after attorney review.
Best for
acquisitions generally $10M - $50M or substantial financing, rollover, management, complex economics, or extensive diligence.
Principal inclusions
Multi-entity structuring
Substantial acquisition-financing coordination
Rollover/post-closing governance
Complex earn-out/escrow/indemnification
Management/employment/retention
Expanded diligence/closing management
Final fee after structure, target, LOI, financing, diligence, negotiation and timetable review. Eligibility, scope and estimate are confirmed after readiness assessment, conflicts review, attorney consultation and execution of an engagement agreement.
Custom quote for above $50M, public target, cross border, regulated/distressed, bankruptcy/receivership, multiple acquisitions, material antitrust, tax, environmental, benefits, real estate, government contract, specialty regulatory work, RWI, multiple closings/substantial post-closing.
Who it is for
For owners, executives, corporate development teams, sponsors and investment groups evaluating a potential acquisition or add-on transaction.
Review scope
A practical screen for issues likely to affect the next decision.
01 Acquisition Thesis
Clarify the strategic rationale, value creation logic and decision criteria behind the proposed acquisition.
02 Target Fit
Screen the target’s ownership, operations, dependencies and strategic fit against the buyer’s stated objectives.
03 Financing & Diligence
Identify financing assumptions, diligence workstreams and information gaps that could affect timing or price.
04 Transaction Structure
Surface the early asset, equity, rollover, earn-out and risk-allocation choices that shape the deal.
05 Integration Planning
Consider contracts, people, systems and obligations that need a credible path after closing.
06 Decision Authority
Map who can approve the thesis, bind the buyer, manage advisors and make trade-offs as facts change.
M&A Buy-Side Readiness Assessment
RAETZER PLLC
Led by a corporate and securities lawyer with more than 20 years of transactional experience across $100+ billion in transactions, we bring institutional deal discipline to businesses that want sophisticated counsel without building an in-house legal department. Sophisticated counsel for the decisions that move a business forward — from first formation through its next chapter.
Office MAILING ADDRESSES
224 W 35th St, Suite 500 #2320
New York, NY 10001
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Suite 2000 #1625
Dallas, TX 75201
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