Mergers & Acquisitions
Buying or selling a company, with the deal structure and the tax structure decided together.
In a private-company sale, the difference between a stock deal and an asset deal, between a lump sum and an earn-out, or between an F-reorganization and a straight purchase can be worth more than the negotiation over price. KPLAN Law Group represents buyers and sellers of privately held businesses and approaches every transaction with the after-tax result as the measure of success.
We handle the transaction from letter of intent through closing: structuring, due diligence, the purchase agreement and ancillary documents, employment and non-competition terms, and post-closing adjustments. Our founder's dual credentials as an attorney and CPA mean that the tax modeling, the purchase price allocation, and the legal drafting are done by people in the same room.
For owners who are years away from a sale, we also help prepare a company to be sold: cleaning up the cap table, resolving governance gaps, and putting structures in place that preserve favorable tax treatment when the time comes.
How we help
- Sell-side and buy-side representation for privately held companies
- Deal structuring: stock vs. asset sales, mergers, reorganizations, and rollovers
- Letters of intent, purchase agreements, and disclosure schedules
- Legal and tax due diligence coordinated with KYJ, LLP
- Earn-outs, escrows, working capital adjustments, and indemnification terms
- Pre-sale planning and exit readiness for owners