01
Prepare the sale
Organize ownership, governance, contracts, employment matters and the operational story before a buyer’s diligence process begins.
Selling a Business
Selling Your Business: Transaction Counsel From Preparation Through Closing
A sale is a business decision as much as a legal process. RAETZER helps owners prepare the company, protect leverage during negotiation and understand the obligations that remain after closing.
Schedule a conversationA seller's process
Prepare the business before the market sets the terms.
Preparation gives an owner a clearer view of value, risk and the terms that matter. Counsel should help the seller respond to diligence, evaluate competing structures and negotiate the documents without losing sight of the company’s people and ongoing operations.
02
Diligence readiness
Identify gaps, assemble a controlled response process and prepare the business to answer questions without losing momentum or leverage.
03
Negotiation
Review and negotiate the LOI and purchase agreement, including price mechanics, earn-outs, rollover equity, representations and indemnification.
04
Closing and transition
Coordinate closing documentation and address post-closing transition, retained obligations, continuing relationships and the next chapter for the seller.
Before you take the business to market
M&A Sell-Side Readiness Assessment
Prepare the business and the owner for the questions, choices and responsibilities that shape a sale. This screen helps identify open issues before a buyer process begins.
Explore the sell-side assessmentWhat it evaluates
- Owner objectives
- Business readiness
- Financial and operational diligence materials
- Deal structure
- Buyer process
- Transition planning
This assessment is provided solely for educational, informational and screening purposes. It is not legal advice, does not determine legal compliance or establish that a transaction is “ready” under applicable law, and does 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
- Preparation
- Buyer
- Diligence
- Signing
- 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.
Package 2
MOST COMMONGROWTH 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.
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.
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 ASSESSMENTImportant 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.
Considering a sale?