Mergers & Acquisitions

Mergers & Acquisitions

Transaction documents for asset purchases, stock acquisitions, mergers, and related closing deliverables.

Asset Purchase Agreement — Buyer-Protective Extended Form

FMA-001

Comprehensive buyer-side asset purchase agreement with full representations, covenants, indemnification, and closing conditions.

Asset Purchase Agreement — Seller-Protective Extended Form

FMA-002

Seller-side asset purchase agreement with capped indemnity, anti-sandbagging protections, and RWI architecture.

Acquisition Escrow Agreement

FMA-003

Multi-fund escrow agreement covering adjustment, indemnity, and special escrows with detailed claim procedures.

Membership Interest Purchase Agreement — Buyer-Protective

FMA-004

Buyer-side LLC interest purchase agreement with comprehensive representations and full indemnification framework.

Membership Interest Purchase Agreement — Seller-Protective

FMA-005

Seller-side LLC interest purchase agreement with capped indemnity, RWI provisions, and founder-protective mechanics.

Private Company Merger Agreement — Buyer-Protective

FMA-006

Buyer-side reverse triangular merger agreement with statutory mechanics, holder treatment, and purchase-price adjustment.

Private Company Merger Agreement — Seller-Protective

FMA-007

Seller-side reverse triangular merger with deal-certainty provisions, limited residual liability, and RWI architecture.

Officer Closing Certificate

FMA-008

M&A officer certification for representation bring-down, covenant performance, and absence of Material Adverse Effect.

Stock Purchase Agreement — Buyer-Protective

FMA-010

Buyer-side private corporation share acquisition with cap-table coordination and comprehensive indemnification.

Stock Purchase Agreement — Seller-Protective Extended Form

FMA-011

Seller-side stock purchase agreement with capped indemnity, anti-sandbagging protections, and rollover equity mechanics.

Transition Services Agreement

FMA-012

Post-closing services framework covering IT migration, HR administration, facilities, and financial systems with service-level commitments.

Letter of Intent — Buyer-Protective

FMA-013

Buyer-side non-binding LOI with exclusivity, expense reimbursement, and detailed deal-structure provisions.

Letter of Intent — Seller-Protective

FMA-014

Seller-side non-binding LOI with go-shop rights, break-fee mechanics, and limited standstill carve-outs.

Stockholder Support and Voting Agreement

FMA-015

Lock-up and voting commitment from key stockholders supporting a merger or acquisition vote.

Closing Checklist and Closing Agenda

FMA-016

Comprehensive closing management tool covering conditions precedent, deliverables, funds flow, and post-closing integration tasks.

Seller Disclosure Schedules — Master Template

FMA-017

Complete disclosure-schedule package mapping to buyer-protective APA and SPA representations with drafting guidance.

Assignment, Assumption, and Bill of Sale

FMA-018

Closing deliverable transferring purchased assets and assumed liabilities in an asset-purchase transaction.

Board and Stockholder Approval Package

FMA-019

Corporate-authority package including board resolutions, written stockholder consent, and secretary certification for M&A transactions.

Letter of Transmittal and Exchange Package

FMA-020

Post-closing exchange package for stockholders to surrender shares and receive merger consideration with tax-election provisions.