Deal Structuring

Agreeing on a price is only the start. How the deal is structured decides the risk you carry, the tax you pay, and the value you actually end up with.

Two buyers can pay the same price for the same business and walk away with very different outcomes. One gets a clean, well-protected deal. The other inherits liabilities they didn't understand, overpays on a tax basis no one checked, and gets stuck with earnout terms they can't meet.

We advise on share purchase versus asset acquisition and what each means for you. We design the right split between upfront payment, deferred payments, and contingent arrangements, and we define working capital adjustments, warranties, and recourse terms precisely. We also structure earnout metrics that are clearly defined, properly timed, and have a real dispute resolution process built in.

We pay particular attention to earnouts since a poorly drafted one isn't a deferred payment, it's a future dispute waiting to happen. The goal is the best risk-adjusted outcome for you, with as few surprises later as possible.