An M&A attorney handles the legal work required to buy, sell, or merge a business, including deal structuring, due diligence, contract drafting, regulatory filings, and closing coordination. Without experienced counsel, buyers risk inheriting undisclosed liabilities and sellers risk leaving value on the table. Kelley Kronenberg’s M&A attorneys include former executives and C-suite operators who have personally closed acquisitions, which allows them to identify deal risks that go beyond standard legal review.

In an asset purchase, the buyer acquires specific assets and liabilities. In a stock purchase, the buyer acquires the entire entity, including all obligations that come with it. Asset purchases generally offer buyers more protection because unwanted liabilities can be excluded. Stock purchases tend to be simpler to transfer and are often preferred by sellers for tax reasons. The right structure depends on deal specifics, industry, and each party’s priorities.

Due diligence is the investigation of a business before a transaction closes. It covers financials, contracts, intellectual property, employment practices, regulatory compliance, litigation history, and cybersecurity posture. Deals that skip or rush due diligence are significantly more likely to result in post-close disputes and unexpected costs. Thorough diligence surfaces problems early, when they can still be priced into the deal, negotiated around, or used as grounds to walk away.

Most middle-market transactions close within three to six months from letter of intent to closing. Complex deals or those requiring regulatory approvals can take longer. The timeline depends on deal structure, diligence thoroughness, and how quickly both parties respond to open issues. Experienced counsel keeps deals on schedule by anticipating problems before they become delays.

Start preparing at least 12 to 24 months before you plan to sell. Organize financial records, clean up contracts and corporate documents, resolve outstanding litigation or compliance issues, and understand how your business will be valued. Sellers who engage legal counsel early negotiate from a stronger position and avoid the surprises that reduce deal value during diligence. Kelley Kronenberg works with business owners well before a deal is on the table.

Kelley Kronenberg’s Private Equity Team represents PE firms and investment companies on buy-side and sell-side transactions across a range of industries. The team includes a former Big-4 consultant and interim COO, a former cruise line Executive Vice President and General Counsel, and a technology attorney with advanced credentials in AI, data privacy, and intellectual property. The firm engages as lead transaction counsel, co-counsel alongside existing deal teams, or targeted diligence counsel for specific risk areas including cybersecurity, healthcare, maritime, labor and employment, and regulated industry compliance.

Representations and warranties are factual statements each party makes about the business in the purchase agreement. If those statements prove false, the other party may have grounds for indemnification after closing. Negotiating these provisions carefully protects buyers from undisclosed liabilities and gives sellers clarity on their ongoing exposure. In larger transactions, representations and warranties insurance is often used to transfer some of that risk to a third-party insurer.

Yes. Kelley Kronenberg handles cross-border and international transactions, including purchases and sales involving foreign entities, joint ventures with international partners, and deals requiring coordination across multiple jurisdictions. These transactions carry additional complexity around regulatory approvals, tax structure, and governing law, all of which require careful planning from the outset.