Mergers & Acquisitions / Sell-Side
A sale or exit is easier to manage when you understand the business’s readiness, the process ahead and the post-closing obligations.
~5 MINUTES · 24 QUESTIONS
Readiness review
01 Structure and ownership
02 Authority and risk allocation
03 Execution and next steps
Who it is for
For business owners, founders, family enterprises and shareholders considering a sale, recapitalization or strategic transaction involving their company.
Review scope
A practical screen for issues likely to affect the next decision.
01 Owner objectives
Clarify the seller’s goals, timing, liquidity priorities, continuing role and non-negotiable outcomes.
02 Business readiness
Review the company’s ownership, governance, contracts, operations and story.
03 Diligence materials
Identify the financial, operational and legal materials needed for a controlled, credible buyer process.
04 Deal structure
Frame early choices around asset or equity sale, price mechanics and retained risk.
05 Buyer process
Consider outreach, confidentiality, competing interest, information flow and negotiation leverage.
06 Transition planning
Prepare for employees, customers, continuing obligations and the owner’s role after closing.
Sale Readiness → Evaluate Offers → Navigate Diligence → Document → Closing → Transition
A business sale is a negotiated business transaction, not merely a document project. These packages cover defined legal work for qualifying sell-side transactions.
All matters are billed on an hourly basis (estimate is not paid upfront).
RAETZER does not guarantee that a buyer will be identified, that any proposed terms will be achieved, or that a transaction will be completed, and does not provide buyer introductions, business broker, investment banking, valuation or financing services.
Package 1
Starting at; Final fee ESTIMATE confirmed after attorney review.
Best for
a qualifying owner of a private U.S. company selling to 1 identified buyer in a straightforward transaction, generally below $2M.
Principal inclusions
Sale-structure/transaction planning
One LOI review/negotiation
Pre-diligence/data-room checklist
One principal purchase agreement
Standard disclosure schedules/closing documents
One closing
Assumptions: one seller entity, one buyer, one principal agreement, one closing, clean ownership/corporate record, no auction/multiple bidders, material rollover, complex earn out, ownership dispute, substantial regulatory, real estate, cross border, tax, litigation issue, and ordinary negotiation. Eligibility, scope and estimate are confirmed after readiness assessment, conflicts review, attorney consultation and execution of an engagement agreement.
Buyer counsel prepares first draft; supplemental fee if RAETZER prepares it. Cleanup/cap-table/lien/diligence may require supplemental scope.
Package 2
Starting at; Final fee ESTIMATE confirmed after attorney review.
Best for
a qualifying sale of $2M - $10M or a smaller transaction with moderate complexity.
Principal inclusions
Pre-sale corporate/ownership review
Data-room/diligence coordination
Working capital/purchase-price adjustments
One seller note/escrow/holdback/earn-out/limited rollover
Expanded disclosure schedules
Employment/transition/payoff/closing coordination
Assumes one seller, buyer, principal sale/closing. Eligibility, scope and estimate are confirmed after readiness assessment, conflicts review, attorney consultation and execution of an engagement agreement.
Material ownership problems, contested shareholders, multiple bidders, substantial rollover governance, complex earn-outs, tax restructuring, significant approvals, or burdensome diligence require supplemental/custom scope.
Package 3
Starting at; Final fee ESTIMATE confirmed after attorney review.
Best for
sales generally $10M - $50M or a banker-led process, multiple bidders, substantial rollover, complex consideration, or extensive diligence.
Principal inclusions
Banker/process coordination
Competing IOIs/LOIs
Rollover/post-closing governance
Complex earn-out/escrow/indemnification
Management/retention/transition/ restrictive covenants
Extensive schedules/diligence/closing
Custom quote for above $50M, cross-border, public, distressed/bankruptcy, ownership dispute, approvals, prolonged auction, significant tax/benefits/environmental/real estate/antitrust/specialty regulatory, RWI, multiple closings/substantial post-closing. Eligibility, scope and estimate are confirmed after readiness assessment, conflicts review, attorney consultation and execution of an engagement agreement.
RAETZER would serve as legal counsel, not as the broker or investment banker locating a purchaser.
M&A Sell-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
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Suite 2000 #1625
Dallas, TX 75201
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