CounselX P.C.
Mergers, Acquisitions & Business Sales
Legal counsel for buying or selling a founder-owned business, from deals below $1 million to transactions up to approximately $50 million.
Umar Farooq leads every matter.
Nineteen years of practice. More than a thousand companies advised since 2012.
Get in touchOverview
From the first terms to closing.
CounselX represents buyers and sellers on asset and equity transactions across technology, services, manufacturing, and other closely held businesses. The work covers the letter of intent, document review, purchase agreement, negotiations, and closing. If a sale is further away, the work can start with ownership records, IP rights, and contracts that may raise questions during diligence.
How we help
How CounselX can help
01
Exit readiness
Ownership, governance, capitalization, and contract review before a buyer looks.
02
Letters of intent and structure
Letters of intent and the transaction structure behind them.
03
Purchase agreements and buyouts
Asset and equity purchase agreements, shareholder buyouts, and related documents.
04
Diligence and negotiation
Legal diligence, disclosure schedules, IP assignments, and negotiation of transaction terms.
05
Seller-financed exits
Notes, guaranties, and security agreements for deferred purchase payments.
06
Closing and approvals
Closing documentation, board and shareholder approvals, and related founder employment arrangements.
Tax and other specialist advice is provided by separately engaged advisers.
Working together
Working together
Project
A sale or acquisition is handled as a Project. The work and fee are agreed before the engagement begins, and transaction phases can be priced separately as the deal develops; hourly pricing may be used where the scope cannot be fixed.
Get in touchOutside General Counsel
If a sale is further away, exit readiness — ownership records, approvals, IP rights, and the contracts a buyer will review — can be handled within an Outside General Counsel arrangement, with the transaction itself scoped separately.
Explore ongoing counselTax and other specialist advice are separate.
Experience
Representative experience
Payments SaaS business sale
Represented a payments and subscription-billing SaaS company in its sale to a publicly traded technology company, including diligence and IP assignments.
Healthcare technology acquisition
Represented a healthcare technology company in an asset acquisition and subsequent Series A financing.
Departing-shareholder buyout
Represented a technology company in buying out a departing shareholder, including the share purchase agreement and IP assignment.
Manufacturing business sale
Advised an equipment manufacturing and distribution business over several years, then represented its owner on the sale and exit.
Seller-financed ownership exit
Represented a seller on a seller-financed exit, including the promissory note, personal guaranty, and security agreement.
Client matters are described without identifying details. Prior results do not guarantee a similar outcome.
See representative mattersQuestions
Common questions
Do you represent buyers and sellers?
Yes. CounselX handles both buy-side and sell-side work for founder-owned and closely held businesses.
Can you help before there is a buyer?
Yes. Exit readiness can address IP ownership, corporate records, equity, and commercial agreements before a transaction enters diligence.
When should I contact counsel?
Ideally before signing a letter of intent or agreeing to material terms. Counsel can also assist when a transaction is already underway.
Does the engagement include tax advice?
No. Tax and other specialist advice is provided by separately engaged advisers, with CounselX coordinating the legal transaction work as appropriate.