08/07/2026
Two founders built a data technology company serving credit unions and community banks. Sub-$5 million deal size. Their buyer: a private-equity-backed acquirer with an AmLaw 50 firm on the other side of the table.
That's the actual shape of most M&A for founders in this market -- Big PE and Big Law versus a founder, a fractional GC, and me.
The buyer's opening draft was, as these always are, calibrated entirely in their favor. The general-rep indemnity cap was set at 20% of enterprise value, we negotiated it to 10%. The survival period ran 18 months, we cut it to 12, which also meant the escrow released sooner. The buyer wanted the sellers to cover 100% of tail insurance costs, plus two open-ended policies with no coverage limit set, we split it 50/50 and killed the open-ended policies outright. A single non-compete breach by either founder would have forfeited the entire earnout for both: we made it proportionate, so one founder's mistake couldn't cost the other his payout.
Then, the night before signing, one founder disclosed a personal fact -- the kind of curveball that kills deals with less preparation behind them. It didn't kill this one.
We assessed the exposure, briefed opposing counsel with a solution or two from sellers already in hand, and built a private agreement between the two founders allocating that specific risk fairly. The deal closed on schedule. Key terms didn't move.
Founders who build real businesses deserve representation that holds its ground.
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