Recommendations for M&A Lawyer to issue spot and advise on SPA/APA?

searcher profile

April 17, 2021

by a searcher from Yale University in Los Angeles, CA, USA

Potential seller of a SAAS company here.

We're in the process of evaluating a stock purchase agreement and asset purchase agreement. Going to negotiate a lot of the early provisions ourselves since I have a good deal of legal experience.

However, before finalizing terms, we wanted to have an experienced M&A lawyer look over the agreements and issue spot and advise. Especially around potential liability in the Reps & Warranties and advice around indemnity caps and other open-ended liabilities, etc.

Any recommendations or suggestions for a lawyer that's okay with these sorts of arrangements, and expectations for cost at this junction?

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commentor profile
Reply by an investor
from The University of Chicago in Chicago, IL, USA
Keep in mind that legal fees are negotiable. Focus on protecting yourself in the event the deal does not close. Concepts such as (normal rate x 125%) if the deal closes or (normal rate x 60% ~ 75%) if the deal does not close - are not uncommon. If the deal provides "juicy" economics for you - savy deal lawyers will endeavor to make the engagement "juicy" for themselves as well. Talk to at least a couple of different attorneys before final selection.
commentor profile
Reply by a professional
from University of Minnesota in Minneapolis, MN, USA
I like to do flat fees when it's a "review X document and discuss" arrangement. Consider pushing your attorney to do the same, and start with a small document to test-drive the relationship.
commentor profile
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