Sell-Side M&A Advisory

Guiding Founders and Business Owners Through the Most Important Transaction of Their Career

Selling a business is rarely just a financial event — it’s personal. For founders who’ve spent years building something from scratch, the decision to sell involves a mix of strategic calculation and gut instinct that no spreadsheet fully captures. At Montague Law, John Montague brings more than fifteen years of experience advising technology companies and their founders through sell-side M&A transactions, from early-stage acqui-hires to nine-figure exits. His background at Locke Lord LLP (now Troutman Pepper Locke), an AM Law 200 firm where he focused on M&A and private equity, means he’s seen these deals from every angle — and knows where they go sideways.

Tip from John Montague: The single biggest mistake I see sellers make is waiting until they have a term sheet to hire a lawyer. By that point, the buyer has already framed the deal on their terms. The best outcomes come when legal counsel is involved before the first serious conversation.

How We Help

John Montague’s sell-side M&A practice covers every phase of the transaction lifecycle. This includes conducting pre-sale readiness assessments to identify and resolve issues that could reduce valuation or delay closing; structuring the sale to optimize tax treatment and minimize post-closing liability; drafting and negotiating letters of intent, purchase agreements, and ancillary deal documents; managing the due diligence process from the seller’s perspective — organizing data rooms, anticipating buyer questions, and protecting sensitive information; negotiating representations, warranties, indemnification caps, and escrow arrangements; and coordinating with the seller’s financial advisors, accountants, and other professionals to ensure alignment across the deal team.

Why Deal Structure Matters More Than Price

Every founder wants to talk about valuation. That’s natural — it’s the headline number. But after more than a decade of working on technology M&A transactions, John Montague has learned that the real economics of a deal often live in the structure, not the price. An all-cash deal at a lower headline number can be worth more than a higher-priced deal loaded with earnouts, escrows, and contingent payments that may never materialize.

The deal structure determines how much of the purchase price the seller actually receives — and when. It determines what happens if there’s a post-closing dispute. It determines whether the founder is locked into an employment agreement they didn’t fully negotiate. These structural elements are where experienced M&A counsel earns their fee, and where sellers without sophisticated legal representation often leave significant value on the table.

Florida’s business environment has made it an increasingly active market for technology M&A, particularly in fintech, SaaS, and digital assets. Montague Law’s offices in Fernandina Beach and Coral Gables position the firm to serve sellers across the state while maintaining a national practice that handles cross-border and multi-jurisdictional transactions.

Frequently Asked Questions

When should I hire an M&A lawyer if I’m thinking about selling my business?

Ideally, you should engage M&A counsel well before you enter active negotiations. John Montague often works with founders six to twelve months before a planned exit to conduct a pre-sale readiness review — identifying potential deal issues like cap table problems, IP ownership gaps, or contract provisions that could complicate a sale.

What is the difference between an asset sale and a stock sale?

In an asset sale, the buyer purchases specific assets and assumes specific liabilities of the business. In a stock sale, the buyer purchases the seller’s equity interests, acquiring the entire entity. Each structure has different tax implications, liability exposure, and complexity.

How does Montague Law protect sellers during due diligence?

John Montague helps sellers organize and manage the disclosure process strategically — ensuring the buyer gets the information they need while protecting competitively sensitive data, including structuring virtual data rooms with controlled access and preparing thorough disclosure schedules.

Does Montague Law handle technology company acquisitions?

Yes. Technology M&A is a core focus of John Montague’s practice. With over fifteen years of experience working with technology companies and a background that includes technology transactions work at Locke Lord LLP, John understands the unique issues in tech deals including IP assignment, open source compliance, and data privacy.

Related Practice Areas: Mergers & Acquisitions | Buy-Side M&A Advisory | M&A Due Diligence

Ready to discuss your exit strategy? Call 904-234-5653 or schedule a consultation.