Middle Market M&A Counsel
We advise founders, private equity sponsors, independent sponsors, family offices, and strategic acquirers on mergers, acquisitions, divestitures, and joint ventures across the lower middle market and middle market.
Boutique National Law Firm for Middle Market Mergers & Acquisitions
Middle market M&A counsel is the specialized M&A law practice serving transactions in the $25 million to $500 million range. Ebadat is a national boutique M&A law firm advising founders, private equity sponsors, independent sponsors, family offices, and strategic acquirers on mergers, acquisitions, divestitures, and joint ventures across the lower middle market and middle market. With billions in deal experience across sports, consumer goods, technology, and energy, we run sell-side processes, lead buy-side acquisitions, and serve as deal counsel from the letter of intent through closing and post-closing matters. Our attorneys have practiced at Kirkland & Ellis, Latham & Watkins, Cooley, and Wilson Sonsini. Learn more about our Merger & Acquisition Practice.
What Is Middle Market M&A Counsel?
Middle market M&A counsel is a law firm that advises companies, founders, and financial sponsors on mergers, acquisitions, divestitures, and strategic transactions, typically in the $25 million to $500 million deal-size range. Middle market M&A counsel handles the full transaction lifecycle: deal structuring, letter of intent negotiation, due diligence management, purchase agreement drafting (MIPA, SPA, APA), working capital and earnout mechanics, representations and warranties insurance procurement, indemnification structuring, regulatory approvals (HSR, foreign investment review), and post-closing matters. Middle market M&A counsel firms differ from AmLaw 100 mega-firms because they are sized to the actual transaction. The senior attorneys do the work. Fees are calibrated to the deal. Response time is measured in hours, not days.
Founders selling their companies, private equity sponsors closing acquisitions, independent sponsors building platforms, and strategic acquirers running roll-ups retain middle market M&A counsel to execute transactions where partner-level attention, deal-side experience, and disciplined process matter more than the institutional resources of a thousand-lawyer firm. Middle market M&A counsel is the right choice for transactions in the $25 million to $500 million range, for founder-owned businesses going through a first liquidity event, and for sponsors who want senior-attorney execution at boutique economics.
Our Middle Market M&A Practice
Sell-Side M&A & Founder Exits
Sell-side M&A is the legal representation of a company and its stockholders in a sale transaction. We advise founder-led companies and private companies running a sale process, from pre-sale preparation and banker selection through CIM review, LOI negotiation, definitive agreement drafting, and closing. Our sell-side practice covers the full process: data room organization, quality of earnings response, buyer outreach support, exclusivity negotiation, purchase price mechanics, working capital and earnout structuring, rep and warranty package negotiation, and post-closing matters.
Buy-Side M&A & Strategic Acquisitions
Buy-side M&A is the legal representation of an acquirer in an M&A transaction. We represent strategic acquirers, sponsor-backed platforms, and family office buyers in acquisitions, joint ventures, and platform builds. Our buy-side practice includes deal sourcing support, LOI drafting, due diligence management, regulatory clearance (HSR, CFIUS, foreign investment review), purchase agreement negotiation, financing coordination, and integration planning. With billions in deal experience including cross-border transactions involving Ligue 1 and Serie A acquisitions, energy sector partnerships, and consumer goods platform builds, we run buy-side processes for clients across sectors.
Cross-Border & International M&A
Cross-border M&A is the representation of buyers, sellers, and sponsors in transactions that cross national borders. We advise on U.S. inbound and outbound transactions, including buy-side and sell-side representations involving European, Latin American, and Asian counterparties. Our cross-border practice covers regulatory clearance, foreign investment review (CFIUS and equivalents), tax structuring, securities law coordination, and the practical execution challenges of running a U.S.-anchored process across multiple jurisdictions. Recent representations have included Ligue 1 and Serie A football club acquisitions, Swiss energy partnerships with Fortune 500 counterparties, and cross-border consumer goods transactions.
Private Equity & Sponsor-Led M&A
Sponsor-led M&A is the representation of private equity firms, independent sponsors, and capital partners in acquisitions and platform development. We represent both committed-capital sponsors and independent sponsors in acquisitions, add-on transactions, recapitalizations, and exits. Our work covers deal structuring, sponsor economics, capital partner negotiation, management equity rollover, earnouts, and the full set of definitive transaction documents. We are particularly active in the independent sponsor space and have published deeply on the deal structures that govern those transactions.
Purchase Agreements & Deal Structuring
The purchase agreement is the definitive contract that governs the M&A transaction. We draft and negotiate purchase agreements, including membership interest purchase agreements (MIPAs), stock purchase agreements (SPAs), asset purchase agreements (APAs), and merger agreements. Our work covers all the substantive provisions that drive economic outcomes: purchase price mechanics, working capital adjustments, earnouts, escrow and holdback structures, representations and warranties packages, reps and warranties insurance procurement, indemnification caps, deductibles, baskets, and survival periods, MAE definitions, closing conditions, and post-closing covenants.
Post-Closing, Integration & Disputes
Post-closing M&A counsel covers the matters that arise after the deal closes, including purchase price true-ups, earnout disputes, indemnification claims, and integration issues. We advise on closing balance sheet preparation and dispute resolution, working capital true-ups, earnout milestone administration, post-closing covenant enforcement, and the strategic decisions that follow the closing of any M&A transaction. We also handle indemnification claims, R&W insurance claim management, and the dispute resolution mechanics built into the purchase agreement.
We are the middle market M&A counsel of choice for founder-led companies, private equity sponsors, independent sponsors, and strategic acquirers running transactions from $25 million to $500 million across sports, consumer goods, technology, and energy.
Representative Middle Market M&A Engagements
Represented the buyer in the acquisition of Le Havre Athletic Club, a Ligue 1 professional football club, including cross-border deal structuring, regulatory approvals, financing coordination, and post-closing governance.
Advised a buyer group in the advanced bid for A.C. Monza of Serie A, including transaction structuring, due diligence management, and bid mechanics in a competitive sale process.
Represented DIO Capital Partners in the acquisition of ProWire USA, including purchase agreement negotiation, working capital and earnout structuring, financing coordination, and post-closing integration.
Advised a Swiss energy company on a strategic partnership with a Fortune 500 counterparty, including transaction structuring, regulatory clearance, and definitive agreement negotiation.
Counseled the seller in the sale of MFK Vyškov, including LOI negotiation, definitive agreement drafting, and closing.
Represented founder-led consumer goods companies in sale transactions, including sell-side due diligence, banker coordination, earnout structuring, and the negotiation of restrictive covenants and management equity terms.
Advised independent sponsors on acquisition transactions, including capital partner negotiation, deal structuring, sponsor economics, management equity rollover, and the full set of definitive transaction documents.
Represented private equity portfolio companies in add-on acquisitions, including diligence management, purchase agreement negotiation, working capital mechanics, and integration planning.
Counseled strategic acquirers in cross-border M&A transactions involving sports, consumer goods, energy, and technology counterparties.
Advised on representations and warranties insurance procurement, indemnification structuring, and post-closing dispute resolution in middle market transactions.
For illustrative purposes only.
Middle Market M&A vs. BigLaw: How We Are Different
Founders, sponsors, and acquirers running middle market M&A transactions choose boutique national M&A counsel over AmLaw 100 firms for senior-attorney execution, partner-level attention on the negotiation, and fees calibrated to the deal. The differences are operational, not aspirational.
| Dimension | Middle Market M&A Counsel (Ebadat) | AmLaw 100 / BigLaw |
|---|---|---|
| Deal size sweet spot | $25 million to $500 million | $500 million and above, mega-cap |
| Who runs the negotiation | Senior M&A partners with prior BigLaw deal experience | Senior associates under partner oversight |
| Partner attention | Partners on every call, every draft, every negotiation | Partners on key milestones |
| Fee structure | Engagement-scoped or capped fees calibrated to the deal | Hourly billing with leveraged staffing models |
| Hourly rates | Below market for the work product | Above $1,500 per hour at the top end |
| Response time | Hours, often same-day, on diligence and drafting | One to three business days |
| Sector specialization | Sports, consumer goods, technology, energy, financial services | Full institutional menu including litigation, antitrust, IP |
| Best for | Founder sellers, PE sponsors, independent sponsors, strategic acquirers in lower-middle and middle markets | Public company mergers, regulated industries, multi-billion-dollar mega-deals |
Middle market M&A counsel is not a substitute for BigLaw on every transaction. A multi-billion-dollar public company merger in a regulated industry should retain BigLaw. A founder selling a $40 million SaaS business, a sponsor closing a $120 million platform acquisition, or a strategic acquirer running a cross-border roll-up in the $200 million range is the right profile for middle market M&A counsel. The legal work is the same. The economics, the partner attention, and the response time are different.
Our lawyers have practiced at leading law firms including
KIRKLAND & ELLIS | LATHAM & WATKINS | COOLEY LLP | WILSON SONSINI
The law firms listed reflect the prior employment history of our attorneys and are included to illustrate their background and experience.
Frequently Asked Questions About Middle Market M&A
What is middle market M&A?
Middle market M&A is the mergers and acquisitions activity involving companies with enterprise values typically in the $25 million to $500 million range. The middle market is generally divided into the lower middle market (roughly $25 million to $100 million), the core middle market (roughly $100 million to $250 million), and the upper middle market (roughly $250 million to $500 million). Middle market M&A is the largest and most active segment of the M&A market by deal count, and it is where the majority of founder-led liquidity events, private equity platform acquisitions, and strategic add-on transactions take place.
When should I hire an M&A attorney?
A founder considering a sale should engage M&A counsel before retaining an investment banker, before signing a non-disclosure agreement with any potential acquirer, and before responding to inbound interest. Early engagement allows counsel to advise on pre-sale preparation, deal structure, banker selection, and the strategic decisions that determine the outcome of the process. A buyer should engage M&A counsel before submitting an LOI. In both cases, the legal exposure and economic risk during the unstructured early phase is meaningful and often underestimated.
What does a sell-side M&A lawyer do?
A sell-side M&A lawyer represents the company and its stockholders in a sale transaction. The work includes pre-sale preparation (corporate cleanup, financial diligence response, data room organization), banker engagement letter negotiation, NDA review with prospective buyers, LOI negotiation, definitive purchase agreement drafting and negotiation, due diligence coordination, regulatory approvals, closing, and post-closing matters including purchase price true-ups, escrow administration, and earnout management.
What is the difference between a stock sale, an asset sale, and a merger?
In a stock sale, the buyer purchases the equity of the target company directly from its stockholders, and the target becomes a subsidiary of the buyer with all of its assets, liabilities, contracts, and licenses intact. In an asset sale, the buyer purchases specific assets and assumes specific liabilities of the target, leaving the target entity behind. In a merger, two entities combine into one by operation of law, with the merging entity's stockholders receiving consideration (cash, stock, or both). The choice between these structures is driven by tax considerations, liability exposure, third-party consent requirements, and stockholder logistics.
How does representations and warranties insurance work in middle market M&A?
Representations and warranties (R&W) insurance is a policy purchased to cover breaches of the seller's representations and warranties in the purchase agreement. The buyer (and sometimes the seller) procures the policy, typically priced at 3% to 5% of the coverage amount, with retention thresholds in the 0.5% to 1% range of enterprise value. R&W insurance has become standard in middle market M&A because it allows for cleaner exits with smaller seller indemnification caps, faster distribution of proceeds, and longer survival periods backed by a creditworthy insurer rather than escrow.
What is a typical earnout structure in M&A?
An earnout is a contingent payment from buyer to seller based on the post-closing performance of the acquired business. Earnouts typically run one to three years post-closing and are tied to financial metrics (revenue, EBITDA, gross profit) or operational milestones (product approvals, customer retention). Earnouts are common when there is a valuation gap between buyer and seller, and they are the most litigated post-closing provision in M&A purchase agreements because the buyer's discretion in operating the acquired business directly affects the earnout payment.
What is a working capital adjustment and why does it matter?
A working capital adjustment is a post-closing true-up of the purchase price based on the difference between the working capital actually delivered at closing and a pre-agreed target. The mechanism exists because the purchase price is set months before closing while the assets and liabilities of the business are in motion. Working capital adjustments are among the most common sources of post-closing disputes because every input (the target, the definition of working capital, the methodology for calculating the closing balance sheet) is contested.
What does the M&A due diligence process include?
M&A due diligence is the investigation of the target company by the buyer (and the buyer's advisors) to confirm the representations made in the LOI and to identify risks that should be addressed in the purchase agreement. Diligence typically covers financial (quality of earnings, working capital normalization), legal (corporate, contracts, litigation, IP), tax, regulatory and compliance, environmental, employment, and customer and commercial diligence. Sell-side preparation, including a clean data room and a proactive issues list, materially affects the speed and outcome of the diligence process.
How long does a middle market M&A deal take to close?
A middle market M&A transaction typically takes six to twelve months from the engagement of investment banker to closing. The phases are pre-marketing preparation (six to twelve weeks), buyer outreach and indications of interest (four to eight weeks), management presentations and LOI (four to eight weeks), and due diligence and definitive agreement negotiation (six to twelve weeks). Cross-border transactions, regulated industries, and deals with HSR or foreign investment review can add two to six months.
What is the difference between middle market M&A counsel and BigLaw?
Middle market M&A counsel is sized to the transactions it handles. Senior M&A partners run negotiations, draft documents, and serve as primary counsel rather than supervising junior associates. Fees are calibrated to the deal rather than billed hourly across a leveraged team. Response time is measured in hours rather than days. AmLaw 100 firms are the right choice for multi-billion-dollar mega-deals and heavily regulated industries. Middle market M&A counsel is the right choice for the $25 million to $500 million transaction range where boutique economics and senior-attorney execution matter more than institutional scale.
