A deal is measured by what survives closing.
The deal is the easy part. What survives closing is the work.
LOI → Integration
M&A Counsel Across the Full Deal Cycle
The legal framework
A merger or acquisition is not a single event — it is a sequence of decisions that determine whether value is created or destroyed: the letter of intent that frames the economics, the diligence that reveals the risk, the purchase agreement that allocates it, the escrow and indemnity that hold the parties accountable after closing, and the integration that determines whether the promise of the deal is realized. We represent buyers, sellers, and founders across that full cycle — stock and asset acquisitions, mergers, and strategic transactions — with counsel that protects value at every stage. No bureaucracy, no boilerplate. Deal structuring and negotiation that moves as fast as the transaction requires, and the diligence and drafting that keep risk from migrating to the wrong side of the ledger.
Deal Structure
The deal structure — stock purchase, asset purchase, or statutory merger — determines tax treatment, liability exposure, and what passes through closing. We advise on structure at the LOI stage, before the economics lock in, because the structure is the single most consequential decision in any transaction.
Due Diligence
Diligence is where the deal is actually made or broken — the risk that shifts the price, the asset that changes the thesis, the liability that kills the transaction. We conduct and manage diligence across legal, IP, employment, contracts, and regulatory exposure, and translate findings into price, structure, and protection.
Purchase Agreement
The purchase agreement allocates risk between buyer and seller — through representations, warranties, indemnities, baskets, caps, escrows, and holdbacks. We draft and negotiate the provisions that determine who bears the risk and how it is measured after closing.
Post-Closing
A deal delivers only if integration succeeds and indemnity works. We manage the post-closing transition — integration, earnout measurement, indemnity claims, and the disputes that arise when the promise of the deal meets the reality of the business.
What we handle
Stock & Asset Acquisitions
Structuring and negotiating stock and asset purchase agreements — with the representations, warranties, indemnities, baskets, caps, and escrows that allocate risk and protect value through and after closing.
Mergers & Strategic Transactions
Advising on statutory mergers, consolidations, and strategic transactions — including structuring, board approval, fiduciary duty considerations, and the regulatory and governance issues that arise in complex deals.
Due Diligence
Conducting and managing legal, IP, employment, contract, and regulatory diligence — translating findings into price adjustments, structure changes, and the representations and indemnities that reflect the risk revealed.
Letter of Intent & Term Sheet
Drafting and negotiating letters of intent and term sheets that frame the economics, structure, exclusivity, and confidentiality — because the LOI is where the most consequential decisions are made, often before either party realizes it.
Employment & Founder Agreements
Negotiating employment, retention, non-compete, and founder agreements that accompany the transaction — keeping key people in place and protecting the value they represent through and after closing.
Post-Closing & Integration
Managing the post-closing transition — integration, earnout measurement, escrow release, indemnity claims, and the disputes that arise when the promise of the deal meets the reality of the business.
Business & Corporate Law
A deal is measured by what survives closing. The structure decides the tax, the diligence finds the risk, the agreement allocates it, and the integration decides whether the promise of the deal is realized. We handle all four — before the LOI locks in the wrong structure and after the close when the indemnity actually matters.
— Michael A. Johnson, Shareholder
How we work
Shareholder-led from intake. Counsel that moves as fast as the matter requires — and prepares for the resolution that may never require a courtroom.
Structure & LOI
We frame the deal at the LOI — structure, economics, exclusivity, and the key conditions — because the most consequential decisions are made before the definitive agreement, often without either party realizing it.
Diligence
We conduct and manage diligence across legal, IP, employment, contracts, and regulatory exposure — and translate findings into price, structure, and the protections that reflect the risk revealed.
Negotiate & Close
We draft and negotiate the definitive agreement — reps, warranties, indemnities, baskets, caps, and escrows — and close with the risk allocated and the value protected.
Integrate & Protect
After closing, we manage integration, earnout measurement, escrow release, and indemnity claims — because a deal delivers only if the post-closing work succeeds.
Representative results
Outcomes in this area. Every result depends on its facts; past results do not guarantee a similar outcome.
Stock Purchase
Represented a growth-stage buyer in a strategic stock acquisition — managed diligence, structured the indemnity and escrow, and closed a transaction that aligned with the buyer's expansion thesis while protecting against legacy liabilities.
Strategic Acquisition · 2024
Asset Deal
Represented a founder in an asset-sale exit — negotiated the purchase agreement, non-compete, and consulting arrangement, and structured the deal to optimize after-tax proceeds and post-closing transition.
Founder Exit · 2023
Resolved
Resolved a post-closing earnout and indemnity dispute through negotiated resolution — measured the earnout, defended against the indemnity claim, and preserved the seller's proceeds without litigation.
Post-Closing Dispute · 2025
Michael A. Johnson
Shareholder Nashville
Business and intellectual property counsel to founders, creative companies, and technology businesses.
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