Mergers & Acquisitions Attorney in Seattle, WA
M&A activity in Seattle spans strategic buyers looking at tech, cloud, aerospace, retail, life sciences, and clean energy targets, private equity consolidating fragmented markets, and founders combining complementary businesses. Deal structure matters as much as price. Foundry Law Group represents Seattle buyers and sellers in transactions from the LOI through post-closing integration, with particular experience in King County Superior Court and the U.S. District Court for the Western District of Washington when disputes need to be litigated.
Deal Structure: Stock, Asset, or Merger
The form of the transaction affects tax treatment, assumed liabilities, third-party consents, and employee transitions. Asset deals let buyers cherry-pick what they want but require more consents. Stock deals are cleaner but carry everything. Reverse triangular mergers combine elements of both. We help you pick the structure that fits the deal economics.
LOI, Diligence, and Definitive Agreements
A strong letter of intent locks in the important terms early: price, structure, exclusivity, and key conditions. Diligence follows, and the definitive agreement implements what diligence uncovered. We run the process so the deal stays on track and surprises do not derail it late.
Seattle M&A often involves buyers or sellers based elsewhere, which means choice-of-law, forum selection, and escrow administration decisions have to work across jurisdictions. We structure deals to minimize friction on those axes.
Reps, Warranties, Indemnification, and Escrow
Allocation of risk between buyer and seller runs through the reps, warranties, survival periods, indemnification baskets and caps, and escrow or holdback structures. These provisions often matter more than the headline purchase price. We negotiate them with the same focus we bring to price.
Frequently Asked Questions
From LOI to closing, three to six months is common for middle-market deals. Smaller transactions can close faster. Regulated industries, significant diligence findings, or complex financing can extend timelines.
For meaningful transactions, usually yes. Bankers run competitive processes, help with valuation, and handle buyer outreach. For smaller deals or bilateral negotiations with known buyers, counsel alone can be sufficient.
A policy that covers losses from breaches of reps and warranties in the definitive agreement. It can replace or supplement seller indemnification, which often makes negotiations smoother and lets sellers keep more proceeds at closing.