As your legal counsel, we draft, review and negotiate NDAs and advisor engagement agreements, including confidentiality provisions, success fees, monthly retainers, break-up fees, exclusivity periods, termination rights, and indemnification provisions.

• Without strong terms for your engagement agreement, you risk getting locked into an exclusive deal with an underperforming advisor—while still paying monthly retainers, inflated success fees, or even a break-up fee. That’s time and money you can’t recover. I help you avoid these traps and keep your options open before the marketing process and auction begin.
• In a competitive auction process, carefully tailored NDAs are critical. They don’t just safeguard your confidential information — they establish legal boundaries, reinforce your credibility, and ensure that strategic and financial buyers alike engage on terms that protect your company. A well-drafted NDA also strengthens your ability to enforce restrictions if sensitive information is misused or shared improperly.

We work with sellers to prepare the business from the inside out—so you go to market clean, credible, and attractive to qualified buyers and investors.

We provide strategic, actionable guidance on:

• Corporate Hygiene: Cleaning up missing or outdated cap tables, board minutes, option grants, or equity ledgers.
• Client & Vendor Contracts: Converting handshake deals into enforceable, long-term “sticky” contracts that increase valuation.
• Founder Dependence: Reducing key-person risk by formalizing leadership structure, job roles, and operational processes.
• Legal Risk Areas: Surfacing, identifying and resolving issues like undocumented IP ownership, worker misclassification, or unresolved disputes.
• Data Room Readiness: Organizing your materials into a clean, complete diligence package that builds buyer trust.

Buyers look beyond financials. They assess legal risk, operational maturity, and transferability. The right preparation helps drive higher valuations and smoother closings, because buyers feel confident in what they’re acquiring.

Legal counsel evaluates and negotiates your LOI to lock in favorable terms while maintaining strategic leverage. Required legal support includes:

• LOI Drafting and Negotiation: Help draft and negotiate key legal provisions in the LOI, such as purchase price, purchase structure (merger vs. asset/stock purchase transaction), exclusivity, confidentiality, break-up fees, and timelines.
• Binding vs. Non-Binding Provisions: Clearly delineate which terms are binding (e.g., exclusivity, confidentiality, choice of law and the like ) and which are non-binding (e.g., exclusivity, confidentiality, and non-disclosure obligations).
• Preliminary Legal Diligence: Conduct limited legal diligence to support the negotiation of the LOI and ensure material risks are flagged early.

Though often “non-binding,” LOIs effectively anchor expectations.

Once signed, it’s difficult—if not impossible—to renegotiate core terms like valuation, earnouts, or working capital. Signing without legal counsel risks leaving money on the table. Founders aren’t expected to know every deal term. You know your business— legal counsel drives the strategy to get you the right deal.

As your legal counsel, we will negotiate earnouts, milestone payments, escrows, rollover equity, working capital adjustments, representations and warranties, and indemnities to maximize your proceeds and minimize exposure to post-closing risk.

Seemingly minor clauses can have massive economic consequences. We protect your position by ensuring:

• You get fair and measurable earnout, milestone or other contingent payment terms
• Your exposure to post-closing claims is capped and controlled
• Working capital and other post-closing deal mechanics are transparent and realistic

This is where experience matters—and where good deals become great ones.

The definitive agreement stage requires the following legal support:

• Drafting Agreements: Draft or review the main transaction agreement (e.g., Stock Purchase Agreement, Asset Purchase Agreement, Merger Agreement) and all ancillary documents (e.g., assignment and assumption of liabilities, employment agreements, escrow agreements, non-compete agreements, and shareholder consents).
• Risk Allocation: Negotiate indemnification provisions, escrow or holdback arrangements, material adverse change (MAC) clauses, and working capital adjustments.
• Regulatory and Third-Party Consents: Advise on and obtain required third-party consents (e.g., consent to the assumption of customer/vendor contracts and leases or regulatory approvals).
• Board and Shareholder Approvals: Analyze corporate governance documents and draft the required board / manager resolutions and shareholder / member consents required to authorize the transaction.

It’s not about speed — it’s about deal experience, precision and protection.

The definitive agreements make or break your deal. We structure the deal documents to ensure:

• Your negotiated terms are clear and enforceable
• Disclosures are comprehensive and protective
• The buyer’s post-closing leverage is limited

We translate your cap table into a detailed pre-closing funds flow, showing what each founder, investor, employee, and equity plan participant may receive after transaction costs, escrow, and other expenses are deducted.

Legal counsel provides a clear, actionable view that incorporates:

• Cap table complexity
• Vesting status
• Bonus and carve-out plans
• Legal deductions and transaction costs

Founders often don’t know what they’ll actually net. This modeling helps manage expectations and ensures everyone is aligned before closing.

We manage the legal side of closing the transaction — tracking signatures, deliverables, third-party consents, and:

• Closing Checklist: Preparing and managing a comprehensive closing checklist to track deliverables and ensure all pre-closing conditions are met.
• Execution and Delivery: Coordinating execution of all definitive documents and delivery of ancillary documents such as officer’s certificates, legal opinions, and bring-down certificates.
• Funds Flow Memo: Drafting and or reviewing the funds flow memorandum and closing statement detailing how funds will be disbursed at closing.

Even small errors at closing can delay payouts or create post-closing disputes. These steps keep the process clean and organized to ensure a seamless finish.

Often engaged as the seller’s legal counsel, we provide support during the post-closing period for purposes such as:

• Working Capital Adjustment: Assist in resolving disputes or reconciliations related to post-closing working capital adjustments, often involving negotiation with accountants or financial advisors.
• Earnouts: Advise on tracking and enforcing earnout provisions, including compliance with financial metrics and performance milestones; represent the client in any disputes or claims arising under the earnout terms.
• Indemnification Claims: Support post-closing indemnification processes, including claim notices, dispute resolution, and escrow release management.
• Ongoing Covenants and Transition Support: Provide ongoing support for any transition services agreements (TSAs), non-compete enforcement, employee integration, and regulatory compliance matters.

Many financial terms extend past the closing date. At Barton Stratex, we help make sure your deal stays on track and your interests are protected long after the documents are signed.