Tax

Our M&A practice represents companies and individuals at the moments when a business's value is most concentrated and the consequences of legal judgment are most visible. We work with founders preparing for exit, strategic buyers evaluating acquisitions, financial sponsors assembling portfolios, and operating companies pursuing joint ventures and minority investments.

What we do for clients

We act as lead counsel across the full lifecycle of a transaction:

• Buy-side counsel — strategic acquisitions, tuck-ins, and platform investments
• Sell-side representation — founder exits, management buyouts, and divestitures
• Cross-border transactions — multi-jurisdiction antitrust clearance and coordinated local counsel
• Joint ventures and minority investments — equity arrangements, governance, exit mechanics
• Post-closing matters — earn-out compliance, indemnification claims, integration disputes

How we run an M&A engagement

Every transaction we lead follows the same three-phase structure, with a senior partner present at each stage:

1. Diligence and structuring. We review the target's legal, financial, and tax position with a focus on issues that materially affect deal economics — not an exhaustive checklist designed to win an audit. The phase typically runs four to eight weeks and produces a diligence memorandum, a working term sheet, and a structuring recommendation.
2. Negotiation. Definitive agreements are negotiated by the partner who will close the deal, not by an associate handed a redline. We aim for substance-first negotiation: protecting the issues that affect value, conceding the issues that don't, and moving quickly through the predictable terms so the unusual ones get the attention they deserve.
3. Closing and integration. We stay engaged through closing conditions, working capital adjustments, and the first wave of post-closing matters — earn-out monitoring, indemnification claims, and integration disputes. Most of our clients retain us through the twelve to eighteen months following close.

The best deals don't feel like deals. They feel like a clean handoff between two parties who both got what they came for.
— Eleanor Halden, Founding Partner

Where we fit best

Most of our matters fall in the $10M to $500M transaction range. We've closed transactions as small as $4M when the matter justified senior attention, and as large as $740M when the complexity required it — but the heart of our practice is the middle market, where deals are big enough to matter to everyone involved and small enough that senior judgment is the difference between a clean close and a costly one.

We're a particularly strong fit for:

• Founder-led companies preparing for their first sale
• Strategic acquirers running multiple bolt-ons through the year
• Sponsor-backed companies pursuing second or third platform additions
• Cross-border buyers and sellers with US/EU or US/UK counterparties

We coordinate cleanly with specialty counsel on tax, IP diligence, antitrust filings, and local jurisdiction matters — and have a long track record of running deals in shared-counsel arrangements without the friction those arrangements often produce.