Exits

Selling your business or merging with another company is often the culmination of years of hard work. But the process can be complex, high-stakes, and time-consuming. At Fahner Law, we guide founders through every stage of an exit, helping you protect your interests, avoid pitfalls, and maximize value when the time comes.

Common Exit Paths

  • Acquisition (M&A): A buyer purchases your company, either through a stock purchase, asset purchase, or merger.
  • Strategic Sale: Sale to a competitor or partner looking to expand market share or technology.
  • Financial Buyer: Sale to a private equity fund or investor group focused on returns.
  • Founder or Management Buyout: Existing leadership buys the company from early investors.
  • Public Offering: Less common, but IPOs and direct listings remain possible outcomes for high-growth companies.

Key Issues in Exit Transactions

  • Valuation & Structure: Cash vs. stock consideration, earn-outs, holdbacks, and purchase price adjustments.
  • Representations & Warranties: Promises made about your company’s condition—backed by disclosure schedules.
  • Indemnification: Limits on your liability if something goes wrong after closing.
  • Employee & Equity Treatment: Handling option holders, accelerations, and retention packages.
  • Regulatory Approvals: Antitrust (HSR filings), industry-specific licenses, and foreign approvals when applicable.
  • Tax Planning: Minimizing tax impact for both the company and its shareholders.

Preparing Early Pays Off

The best exit processes start years before a deal is signed:

  • Keep governance and records clean (board minutes, consents, cap table).
  • Lock down IP assignments and registrations.
  • Address employment issues—contracts, classification, and equity grants.
  • Organize financials and tax filings for credibility and speed.
  • Anticipate diligence—buyers will request a comprehensive review of contracts, compliance, and liabilities.

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How Fahner Law Helps

We partner with founders to:

  • Evaluate and structure exit opportunities.
  • Negotiate term sheets, letters of intent, and definitive acquisition agreements.
  • Draft and review disclosure schedules.
  • Coordinate diligence responses and data rooms.
  • Advise on indemnification, escrow, and earn-out terms.
  • Work alongside tax and financial advisors to optimize outcomes.

Our goal is to make sure your years of effort translate into a successful, smooth transition.

Frequently Asked Questions

‍What’s the difference between a stock purchase and an asset purchase?
In a stock purchase, the buyer acquires the company itself, with all its assets and liabilities. In an asset purchase, the buyer only takes selected assets and assumes certain liabilities.

How long does an acquisition take?
Simple deals can close in a few months, but larger or regulated transactions may take six months or longer.

Do all shareholders have to approve a sale?
It depends on your charter and agreements. Some deals require majority approval; others may need supermajority or preferred stockholder consent.

What happens to employee stock options in a sale?
Treatment depends on your equity plan and the deal. Options may be assumed, cashed out, or accelerated. We guide you through these decisions.

Can founders get liquidity before a full exit?
Yes, in some financings, investors may allow partial secondary sales. These need careful structuring to avoid conflicts.

Considering an acquisition or other exit?

Fahner Law helps founders prepare early, negotiate favorable terms, and protect their hard work when it’s time to move on.

The resources on this site are for informational purposes only and are not legal advice.
Please consult a qualified attorney regarding your specific situation.