Sell-side process
Data room construction, disclosure schedules, auction management and the negotiation posture that keeps a second bidder credible until the last hour.
Mergers & Acquisitions
Buy-side and sell-side transactions from letter of intent through post-closing integration, for strategics, sponsors and founder-led companies.
Our view of this work
Most deals do not fail at signing. They fail in the eleven weeks before it, when nobody wants to be the one who raises the hard question. We raise it early, in writing, while it is still cheap to answer.
What this covers.
Buy-side diligence
Legal, regulatory and contractual review scoped to what actually moves price. We hand back a risk register with dollar figures, not a memorandum.
Deal structure and tax coordination
Stock, asset and reverse-triangular structures modelled alongside your tax advisers so the form of the deal serves the economics, not the other way round.
Earn-outs and rollover equity
The provisions that most often end in litigation two years later. We draft them so the accounting is unambiguous and the dispute never starts.
HSR and CFIUS clearance
Antitrust filings, second-request response and foreign-investment review, run on a timetable the deal can actually hold.
Post-closing integration
Transition services, employee and benefits migration, and the escrow claims process, handled by the same team that negotiated the agreement.
Representative matters.
Prior results do not guarantee a similar outcome. Client identities are withheld where the engagement requires it.
All results- Represented a Midwest industrial manufacturer in its $1.4 billion sale to a strategic acquirer, including a second-request response cleared in fourteen weeks.
- Advised a founder-led logistics platform on a majority recapitalisation with rollover equity of 34 percent and a three-year earn-out.
- Acted for a private equity sponsor on eleven add-on acquisitions across a single platform in twenty-two months.
Questions we are asked.
When should I bring in counsel on a sale?
Before the letter of intent, not after. The LOI sets exclusivity, the deal structure and often the indemnity architecture. By the time it is signed most of your leverage is already allocated, and pre-transaction estate planning has become materially more expensive.
How long does a middle-market sale take?
From engagement to closing, typically four to seven months. Diligence runs five weeks, negotiation five to six, and regulatory clearance adds anywhere from thirty days to several months depending on whether a second request is issued.
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Talk to Whitman.
The first conversation about a mergers & acquisitions matter is with the partner who would run it, and it is not billed.