Buy-Side M&A Advisory
“Buying a company is easy. Buying the right company, at the right price, with the right structure, and without inheriting someone else’s problems—that’s where the legal work matters.” — John Montague
Buy-side M&A is the practice of representing the acquirer in a business acquisition. Whether you’re a growth-stage technology company making your first strategic acquisition, a private equity firm executing a platform build-up strategy, or an established business expanding through bolt-on deals, the buy-side process demands rigorous diligence, disciplined negotiation, and deal documentation that protects the buyer from risks that aren’t visible on the surface.
I’ve advised acquirers on transactions across more than 15 years of work with technology companies and institutional investors. My background includes structuring M&A and private equity transactions at Locke Lord LLP (now Troutman Pepper Locke), an AM Law 200 firm, where I developed the buy-side discipline that still anchors my practice: never fall in love with the deal. The best acquisitions are the ones where the buyer is willing to walk away—and where the legal work has given them the information they need to make that call.
What I Handle on the Buy Side
Target evaluation and deal structuring. Before a letter of intent is drafted, I help buyers think through the fundamental structural question: asset purchase or stock purchase? Each structure has different tax implications, liability exposure, third-party consent requirements, and operational complexity. The answer depends on the target’s corporate structure, the nature of its liabilities, the buyer’s integration plans, and the tax positions of both parties. I work with the buyer’s financial and tax advisors to identify the optimal structure before negotiations begin.
Due diligence management. Buy-side diligence is where deals are won or lost. I lead or coordinate the legal diligence workstream—reviewing the target’s corporate records, material contracts, IP portfolio, employment agreements, regulatory compliance, litigation history, and real property leases. My accounting background from Stetson University means I also engage meaningfully with the financial diligence, particularly around working capital adjustments, quality of earnings, and balance sheet items that affect purchase price. I produce a diligence findings report that identifies risks, quantifies exposure where possible, and recommends deal protections.
Purchase agreement drafting and negotiation. The definitive purchase agreement—whether an asset purchase agreement (APA) or stock purchase agreement (SPA)—is the document that allocates risk between buyer and seller. I draft and negotiate buyer-favorable agreements that include comprehensive representations and warranties, appropriate indemnification baskets, caps, and survival periods, material adverse change (MAC) conditions, interim operating covenants, and closing conditions that protect the buyer if circumstances change between signing and closing.
Ancillary agreement preparation. Acquisitions involve a web of ancillary documents beyond the purchase agreement: employment and consulting agreements for key personnel, non-compete and non-solicitation agreements, transition services agreements, IP assignment agreements, and escrow agreements. I prepare the full document suite as an integrated package, ensuring that each agreement reinforces the deal structure and the buyer’s post-closing objectives.
Post-closing integration support. The legal work doesn’t end at closing. I assist buyers with post-closing matters including working capital true-ups, earn-out disputes, indemnification claims, third-party consent follow-ups, and any issues that emerge during integration. The purchase agreement provisions I negotiate at the deal stage are designed to give the buyer clear remedies for post-closing problems.
Buy-Side M&A: What Acquirers Need to Know
The M&A market for technology companies remains active, driven by strategic acquirers seeking technology capabilities, talent, and market access, and by private equity firms deploying significant dry powder through both platform acquisitions and bolt-on strategies. In this environment, buyers face competitive dynamics—particularly for attractive targets—that can pressure them to move quickly and accept seller-favorable terms.
The discipline that separates successful acquirers from those who overpay or inherit undisclosed liabilities is the quality of their diligence process and the strength of their deal documentation. I’ve seen acquisitions where the buyer discovered, post-closing, that the target’s key customer contracts were terminable on change of control—a fact that should have been caught in diligence and addressed through deal protections. I’ve seen others where an earn-out was so poorly defined that it generated years of litigation over what “revenue” meant.
As I tell my Entrepreneurial Law students at the University of Florida, the purchase agreement is not a formality that comes after the “real” negotiation is done. It is the negotiation. The representations, warranties, indemnification provisions, and closing conditions in that document determine whether the buyer actually got what they thought they were buying—or something else entirely.
John’s Tip: Start your diligence with the target’s customer contracts and IP portfolio. Those are the two assets you’re actually acquiring in most technology company acquisitions. If the customer contracts have change-of-control termination provisions or the IP has unresolved ownership issues, you need to know that before you negotiate price—not after.
Frequently Asked Questions
What is the difference between an asset purchase and a stock purchase?
In an asset purchase, the buyer acquires specific assets and assumes specific liabilities of the target company—cherry-picking what it wants. In a stock purchase, the buyer acquires the target’s equity (stock or membership interests), and the target company—with all of its assets and liabilities—comes along. Asset purchases give the buyer more control over what liabilities it assumes, but they require individual assignment of contracts and assets, which can be operationally complex. Stock purchases are cleaner from a transfer standpoint but expose the buyer to all of the target’s liabilities, known and unknown. The right structure depends on the specific deal dynamics.
How long does a typical M&A transaction take?
From letter of intent to closing, most middle-market M&A transactions take 60 to 120 days. The timeline depends on the complexity of diligence, regulatory approvals (if any), third-party consent requirements, and the extent of negotiation on the definitive documents. Deals with significant regulatory components—such as HSR Act filings for transactions exceeding the reporting threshold—can take longer. I advise buyers to build realistic timelines into their planning, because delays create execution risk and can affect financing terms.
What is a MAC clause and why does it matter?
A Material Adverse Change (MAC) or Material Adverse Effect (MAE) clause gives the buyer the right to walk away from the deal if the target’s business deteriorates materially between signing and closing. The definition of what constitutes a “material adverse change” is heavily negotiated—sellers push for broad carve-outs (general economic conditions, industry-wide changes, pandemic effects), while buyers want narrow carve-outs to preserve their ability to exit the deal if things go wrong. Delaware courts have set a high bar for invoking MAC clauses, so the drafting of these provisions is critical.
What should I budget for legal fees in a buy-side acquisition?
Legal fees for buy-side M&A depend on deal size, complexity, and structure. I provide transparent fee estimates based on the specific transaction. Factors that affect cost include the scope of diligence (a target with 200 contracts requires more review than one with 20), the number of ancillary agreements, whether the deal involves regulatory filings, and the intensity of negotiation on the purchase agreement. I’m direct with clients about where legal costs add value and where efficiencies can be found.
About John Montague
John Montague represents acquirers in M&A transactions across the technology, cryptocurrency, and traditional business sectors. With over 15 years of deal experience—including M&A and private equity work at Locke Lord LLP (now Troutman Pepper Locke), an AM Law 200 firm—John brings institutional-grade transaction capability to buyers of all sizes. He holds a J.D. from the University of Florida’s Fredric G. Levin College of Law and an accounting degree from Stetson University. Montague Law serves clients from offices in Fernandina Beach and Coral Gables (Miami), Florida.
Contact: 904-234-5653 | Schedule a Consultation