CounselX P.C.
M&A, Business Sales & Exit Readiness
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.
Get in touchFrom 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.
When to get advice
Ideally, get advice before signing a letter of intent. If you are planning ahead, start with the records and agreements a buyer will want to review.
How CounselX can help
- Exit readiness: ownership, governance, capitalization, and contract review
- Letters of intent and transaction structure
- Asset and equity purchase agreements, shareholder buyouts, and related documentation
- Legal diligence, disclosure schedules, IP assignments, and negotiation of transaction terms
- Seller-financed exits: notes, guaranties, and security agreements for deferred purchase payments
- Closing documentation, board and shareholder approvals, and related founder employment arrangements
Working together
The work and fee are agreed before the engagement begins. Transaction phases can be priced separately as the deal develops; hourly pricing may be used where the scope cannot be fixed. Tax and other specialist advice are separate.
Relevant experience
The selected transactions below show work for sellers, acquirers, and companies buying out an owner, including long-standing clients advised through a sale or ownership transition.
Client matters are described without identifying details. Prior results do not guarantee a similar outcome.
Selected transactions
Payments SaaS business sale
Represented a payments and subscription-billing SaaS company in the sale of its business to a publicly traded technology company. Work included purchase-agreement negotiations, purchaser diligence, and IP and trademark assignments.
Healthcare technology acquisition
Represented a healthcare technology company in an asset acquisition and subsequent Series A financing. Work included asset purchase documents, stock issuance, capitalization records, and financing negotiations.
Departing-shareholder buyout
Represented a technology company in the buyout of a departing shareholder. Drafted the share purchase agreement, IP assignment, and assignment and assumption agreement.
Selected matters are described in general terms to protect client confidentiality. Prior results do not guarantee a similar outcome.
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.