RAETZER PLLCTAKE READINESS ASSESSMENTS

Mergers & Acquisitions

Buy or Sell a Business With Experienced Transaction Counsel

Whether you're acquiring a competitor, making a strategic add-on acquisition, selling a company you spent years building or restructuring ownership between existing stakeholders, the legal work should support the commercial objective—not become an obstacle to it.

RAETZER advises buyers, sellers and investors through the full transaction lifecycle, from initial structure and letters of intent through diligence, definitive agreements, financing, closing and post-closing matters.

Discuss a transaction

Buyer-side counsel

For Buyers

A buyer needs a process that tests the thesis, surfaces material risk and keeps the closing aligned with financing and integration plans.

01Deal structure
02LOIs and term sheets
03Due diligence
04Asset and stock/equity purchase agreements
05Financing coordination
06Employment/consulting arrangements
07Restrictive covenants
08Closing documentation
09Post-closing adjustments

Seller-side counsel

For Sellers

A seller needs preparation that protects leverage, a negotiation strategy that reflects the business, and a clear view of obligations that survive closing.

01Preparation
02Valuation support through counsel
03Marketing materials coordination
04LOI review and negotiation
05Purchase agreement negotiation
06Diligence response
07Earn-outs and rollover equity
08Indemnification negotiation
09Post-closing transition

Before the deal process

M&A Readiness Assessments

RAETZER helps buyers and sellers identify legal, commercial, diligence, transaction-structure, and execution issues before launching an M&A process.

Choose the screen that matches your seat at the transaction table.

01 / Buyer-side

M&A Buy-Side Readiness Assessment

Evaluate acquisition thesis, target fit, financing, diligence readiness, transaction structure, integration planning and decision-making authority.

Explore the buy-side assessment

02 / Seller-side

M&A Sell-Side Readiness Assessment

Evaluate owner objectives, business readiness, financial and operational diligence materials, deal structure, buyer process and transition planning.

Explore the sell-side assessment

These assessments are provided solely for educational, informational and screening purposes. They are not legal advice, do not determine legal compliance or establish that a transaction is “ready” under applicable law, and do not create an attorney-client relationship. Do not submit confidential or privileged information. Representation begins only after conflicts review and execution of a written engagement agreement.

Defined scope / clear starting point

TRANSPARENT STARTING PRICES FOR DEFINED LEGAL WORK

RAETZER offers defined fixed-fee packages for qualifying private-capital, M&A, joint-venture, and corporate-infrastructure matters. The packages are designed to give prospective clients an informed starting point before an attorney reviews the specific transaction.

Final package eligibility, scope, and fee are confirmed only after completion of the applicable readiness assessment, conflicts review, jurisdictional review, attorney consultation, and execution of a written engagement agreement.

Transaction map

  1. Buyer
  2. Target
  3. Diligence
  4. Financing
  5. Closing

M&A BUY-SIDE PACKAGES

These packages are for legal representation of a buyer acquiring an identified privately held business. RAETZER does not locate acquisition targets, guarantee financing, or act as a business broker or investment banker through these packages.

Indicative fixed-fee packages for qualifying matters. Final eligibility, scope, and fee are confirmed after the applicable readiness assessment, conflicts review, and an initial attorney consultation.

All engagements remain subject to conflicts review, attorney review, scope confirmation, and a written engagement agreement. Government fees, third-party costs, local counsel, tax advisers, accountants, filing fees, and specialty counsel are not included unless expressly stated.

Package 1

ACQUISITION ESSENTIALS

$24,500 FLAT LEGAL FEE

For qualifying standard-scope matters.

Best for

a qualifying buyer acquiring one 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
View Scope and Assumptions

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.

Supplemental fee may apply for material financing, extensive schedules, substantial seller financing, employment negotiations, repeated restructuring, unusual tax-driven structures, or extraordinary diligence.

TAKE THE BUY-SIDE ASSESSMENT

Package 2

MOST COMMON

GROWTH ACQUISITION

$39,500 FLAT LEGAL FEE

For qualifying standard-scope matters.

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
View Scope and Assumptions

Assumes one buyer/target/principal acquisition/closing, ordinary negotiation, and one principal contingent/financing component.

Multiple layers, extensive rollover governance, substantial real estate, regulated industry, unusually extensive diligence, repeated re-trading, or additional targets require supplemental/custom scope.

TAKE THE BUY-SIDE ASSESSMENT

Package 3

STRATEGIC ACQUISITION

STARTING AT$59,500

Final fee 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
View Scope and Assumptions

Final fee after structure/target/LOI/financing/diligence/negotiation/timetable review.

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.

TAKE THE BUY-SIDE ASSESSMENT

Illustrative milestone billing, subject to written engagement agreement: Illustrative milestone billing: 40% at engagement; 30% at completion of the LOI/diligence phase or initial definitive agreement; 30% at signing or closing. If the transaction terminates, fees earned through the completed milestone remain payable.

Next step

NOT SURE WHICH PACKAGE FITS?

Complete the applicable RAETZER readiness assessment. Your responses will help identify the likely scope, urgency, complexity, decision authority, and appropriate next step before you speak with an attorney.

TAKE THE BUY-SIDE ASSESSMENT
Important Scope Notes

The prices shown are indicative fixed fees or starting prices for qualifying matters. Final eligibility, scope, staffing, and fee are confirmed only after the applicable readiness assessment, conflicts review, jurisdictional review, attorney consultation, and execution of a written engagement agreement.

Each fixed fee is based on the parties, entities, documents, transaction structure, revision rounds, closing assumptions, and other limitations stated in the engagement agreement. A material change in the matter may require a supplemental fixed fee or an approved hourly scope.

  • Additional parties, entities, targets, bidders, investors, security classes, or closings
  • Material changes to economics or structure
  • Extraordinary diligence or negotiation
  • Repeated re-trading of agreed terms
  • Substantial corporate cleanup or missing records
  • Compressed or expedited deadlines
  • Specialty tax, regulatory, employment, benefits, real-estate, environmental, antitrust, litigation, or foreign-law issues
  • Restarting a transaction after termination or material delay

Government filing fees, state notice fees, foreign or local counsel, accountants, tax advisers, investment bankers, business brokers, lenders, appraisers, valuation providers, data-room providers, expert consultants, translators, and other third-party costs are not included unless expressly stated.

Legal fees are earned according to the milestones stated in the engagement agreement and are not contingent upon raising capital, obtaining financing, signing a transaction, or completing a closing.

RAETZER does not guarantee capital, financing, investors, acquisition targets, buyers, sellers, valuation, transaction approval, or closing.

RAETZER does not act as a broker-dealer, placement agent, investment banker, business broker, lender, accountant, tax adviser, valuation provider, or foreign-law adviser unless a separate written agreement expressly states otherwise.

Scope and Fee Protections

Non-contractual note: Formal engagement letters govern and summarize these principles: one transaction/project; defined entities/parties/documents; ordinary negotiation only with material restructuring supplemental; defined revision rounds; exclusions for litigation/tax/accounting/valuation/regulatory/real-estate/environmental/benefits/foreign law unless included; third-party/government fees separate; delay/term changes permit supplemental fee; additional closings/investors/targets/bidders/entities/documents separately priced; fees earned by milestones and not contingent; additional work only after written approval of supplemental fixed fee/hourly scope. Formal engagement letters govern.

Pricing and package descriptions are provided for general informational purposes and do not constitute an offer to provide legal services. No attorney-client relationship is created through the website or an assessment submission. Representation begins only after conflicts review and execution of a written engagement agreement.

Defined scope / clear starting point

TRANSPARENT STARTING PRICES FOR DEFINED LEGAL WORK

RAETZER offers defined fixed-fee packages for qualifying private-capital, M&A, joint-venture, and corporate-infrastructure matters. The packages are designed to give prospective clients an informed starting point before an attorney reviews the specific transaction.

Final package eligibility, scope, and fee are confirmed only after completion of the applicable readiness assessment, conflicts review, jurisdictional review, attorney consultation, and execution of a written engagement agreement.

Transaction map

  1. Preparation
  2. Buyer
  3. Diligence
  4. Signing
  5. Closing

M&A SELL-SIDE PACKAGES

These packages are for legal representation of an owner or company selling to an identified buyer. RAETZER does not locate purchasers, value the business, conduct an auction, or act as an investment banker or business broker through these packages.

Indicative fixed-fee packages for qualifying matters. Final eligibility, scope, and fee are confirmed after the applicable readiness assessment, conflicts review, and an initial attorney consultation.

All engagements remain subject to conflicts review, attorney review, scope confirmation, and a written engagement agreement. Government fees, third-party costs, local counsel, tax advisers, accountants, filing fees, and specialty counsel are not included unless expressly stated.

Package 1

SALE ESSENTIALS

$29,500 FLAT LEGAL FEE

For qualifying standard-scope matters.

Best for

a qualifying owner of a private U.S. company selling to one 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
View Scope and Assumptions

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.

Buyer counsel prepares first draft; supplemental fee if RAETZER prepares it. Cleanup/cap-table/lien/diligence may require supplemental scope.

TAKE THE SALE READINESS ASSESSMENT

Package 2

MOST COMMON

GROWTH COMPANY SALE

$39,500 FLAT LEGAL FEE

For qualifying standard-scope matters.

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
View Scope and Assumptions

Assumes one seller/buyer/principal sale/closing.

Material ownership problems, contested shareholders, multiple bidders, substantial rollover governance, complex earn-outs, tax restructuring, significant approvals, or burdensome diligence require supplemental/custom scope.

TAKE THE SALE READINESS ASSESSMENT

Package 3

STRATEGIC EXIT

STARTING AT$59,500

Final fee 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
View Scope and Assumptions

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.

RAETZER would serve as legal counsel, not as the broker or investment banker locating a purchaser.

TAKE THE SALE READINESS ASSESSMENT

Illustrative milestone billing, subject to written engagement agreement: Illustrative milestone billing: 40% at engagement; 30% at completion of the LOI/diligence phase or initial definitive agreement; 30% at signing or closing. If the transaction terminates, fees earned through the completed milestone remain payable.

Next step

NOT SURE WHICH PACKAGE FITS?

Complete the applicable RAETZER readiness assessment. Your responses will help identify the likely scope, urgency, complexity, decision authority, and appropriate next step before you speak with an attorney.

TAKE THE SALE READINESS ASSESSMENT
Important Scope Notes

The prices shown are indicative fixed fees or starting prices for qualifying matters. Final eligibility, scope, staffing, and fee are confirmed only after the applicable readiness assessment, conflicts review, jurisdictional review, attorney consultation, and execution of a written engagement agreement.

Each fixed fee is based on the parties, entities, documents, transaction structure, revision rounds, closing assumptions, and other limitations stated in the engagement agreement. A material change in the matter may require a supplemental fixed fee or an approved hourly scope.

  • Additional parties, entities, targets, bidders, investors, security classes, or closings
  • Material changes to economics or structure
  • Extraordinary diligence or negotiation
  • Repeated re-trading of agreed terms
  • Substantial corporate cleanup or missing records
  • Compressed or expedited deadlines
  • Specialty tax, regulatory, employment, benefits, real-estate, environmental, antitrust, litigation, or foreign-law issues
  • Restarting a transaction after termination or material delay

Government filing fees, state notice fees, foreign or local counsel, accountants, tax advisers, investment bankers, business brokers, lenders, appraisers, valuation providers, data-room providers, expert consultants, translators, and other third-party costs are not included unless expressly stated.

Legal fees are earned according to the milestones stated in the engagement agreement and are not contingent upon raising capital, obtaining financing, signing a transaction, or completing a closing.

RAETZER does not guarantee capital, financing, investors, acquisition targets, buyers, sellers, valuation, transaction approval, or closing.

RAETZER does not act as a broker-dealer, placement agent, investment banker, business broker, lender, accountant, tax adviser, valuation provider, or foreign-law adviser unless a separate written agreement expressly states otherwise.

Scope and Fee Protections

Non-contractual note: Formal engagement letters govern and summarize these principles: one transaction/project; defined entities/parties/documents; ordinary negotiation only with material restructuring supplemental; defined revision rounds; exclusions for litigation/tax/accounting/valuation/regulatory/real-estate/environmental/benefits/foreign law unless included; third-party/government fees separate; delay/term changes permit supplemental fee; additional closings/investors/targets/bidders/entities/documents separately priced; fees earned by milestones and not contingent; additional work only after written approval of supplemental fixed fee/hourly scope. Formal engagement letters govern.

Pricing and package descriptions are provided for general informational purposes and do not constitute an offer to provide legal services. No attorney-client relationship is created through the website or an assessment submission. Representation begins only after conflicts review and execution of a written engagement agreement.

The commercial view

A Transaction Lawyer Should Understand the Deal, Not Just the Documents

The purchase agreement is only one part of an acquisition. Price allocation, working capital, seller financing, earn-outs, rollover equity, employment arrangements, indemnification, closing conditions and post-closing obligations can materially change the economics of the transaction.

Schedule a conversation

A considered first step

START WITH THE RIGHT ASSESSMENT

Before legal work begins, identify the transaction, urgency, complexity, decision authority, and principal readiness issues.

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