Mergers & Acquisitions — Wagner & Wilson

Buy-side and sell-side counsel for the lower middle market.

We represent founders and owners through the most consequential transactions of their business lives — selling the company they built, acquiring a competitor, recapitalizing with a partner. Our practice focuses on transactions where the deal team needs to be small enough to move fast and senior enough to get it right.

Transaction Types

Asset Purchase Agreements

When the structure favors buying specific assets and assuming defined liabilities, we draft the APA, negotiate the schedules, and manage the closing mechanics — including allocation, employment matters, and bulk sales notices.

Stock Purchase Agreements

Stock deals require careful treatment of representations, indemnification, and escrow. We negotiate the survival periods, baskets, and caps that protect your downside while keeping the deal practical.

Mergers

Statutory mergers — including reverse triangular structures common in private acquisitions — require coordination across corporate, tax, and securities considerations. We handle the merger agreement, certificates, and post-closing integration.

Recapitalizations & Minority Investments

Bringing in a financial partner without selling outright. We structure the equity, draft the rights, and negotiate the governance provisions that determine what happens when interests diverge.

How We Run a Deal

Pre-LOI strategy. Before anything gets signed, we work with you to understand the deal terms, identify the risks, and structure the transaction in a way that serves your business goals — not just the lawyers' billing schedule.

Due diligence. We coordinate the diligence process, review the disclosures, and translate findings into actionable deal points: which issues require a price adjustment, which require indemnification, which can be papered over.

Definitive documents. Purchase agreement, ancillary agreements, employment and non-compete documents, disclosure schedules. Drafted with the discipline of large-firm transactional practice and the responsiveness of a boutique.

Closing. We manage the closing checklist, coordinate funds flow, escrow setup, and post-closing deliverables. You sign at the end of a process you've understood at every step.

Post-closing integration. Earnouts, transition services, indemnification claims, and the operational hand-off. The deal isn't done when the wires move.