What is Fixed Fee Part 3: Is My M&A Deal Right for a Fixed Fee?

Despite our love for fixed fee Mergers and Acquisitions (M&A) legal services, we readily acknowledge that some deals and projects are better suited for the hourly legal fees model. In fact, it is only by making sure that all our fixed fee deals are appropriate to the program that we can sustain and grow our fixed fee M&A service.

In evaluating whether a deal is appropriate for fixed fee services, we will look at several factors. Below is a non-exhaustive list of factors we consider. Our analysis is more extensive than running through the list, and we consider the unique factors of every transaction, so this list is for general guidance only. Please feel free to contact us if you have questions about whether your project is right for a fixed fee.

Criteria for Sellers 

• Company is not publicly traded
• Purchase price is under $15M
• Non-union employees
• All owners agree on selling and general terms of the sale
• No discretionary government authorizations are required to transfer ownership of the business or assets
• No currently pending suits or claims against the company not covered by insurance
• You have or can assign an employee or responsible person to assist with disclosure tasks
• You have a professional price a valuation and/or realistic expectations of the price
• You have clear title to the business and business assets (it’s ok if you’re borrowing money or have liens, but nothing is in dispute) 
• Your sale price is sufficient to pay all loans, or you can come up with money for the difference
• You do not have a debilitating adversarial relationship with any of the players involved
• You are willing to work to get key employees, vendors, and customers to carry on business with the new owner 
  

Criteria for Buyers

• Your acquisition target meets the Sell-Side criteria above
• You do not plan to immediately terminate a substantial number of employees of the company (or take an action that will effectively terminate a substantial number of employees)
• Immediate access to the purchase price funds or have previously arranged the necessary financings
• You are eligible for all government licenses or authorizations required to own or operate the company or assets
• You do not have a debilitating adversarial relationship with any of the players involved