The right structure makes deals work. The wrong one creates problems that last for years.
Most deal problems happen because of poor structuring—not bad businesses. Working capital disputes, earnout litigation, seller note defaults, rep & warranty claims—these are structuring failures.
We help you design deal terms that align incentives, manage risk, and set the transaction up for post-close success. We model every scenario so you know exactly what you're agreeing to.
Discuss Your DealEvery deal is different. Here's what we help you think through.
We design earnout structures with clear metrics, measurement periods, and dispute mechanisms. We model scenarios so you know best-case, worst-case, and expected outcomes.
When seller notes are part of the capital stack, we help structure terms that work for both parties—interest rates, payment schedules, subordination, and default provisions.
WC disputes are the most common post-close issue. We establish normalized working capital, structure the peg mechanism, and model seasonal variations.
We help determine appropriate escrow amounts, release conditions, and survival periods for indemnification claims.
We identify which reps matter for your deal and help you negotiate appropriate survival periods, baskets, caps, and carve-outs.
We work with your tax advisors to structure transactions efficiently—asset vs. stock, 338(h)(10) elections, installment sales, and more.
Let's make sure the structure protects your interests and sets the deal up for success.
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