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What should an LOI resolve before diligence begins?
The terms worth addressing before time, leverage and professional expense begin to accumulate.
Read the InsightMergers & Acquisitions
Escamilla Law Office advises buyers, sellers and privately held companies in acquisitions, divestitures and other negotiated changes in ownership or control.
Discuss a TransactionTransaction Counsel
Each transaction presents a distinct allocation of value, control, obligations and risk. The firm advises clients from the first principal terms through closing and the obligations that continue afterward.
Early Involvement
The letter of intent often establishes the structure, economics and negotiating framework of the transaction. Involving deal counsel before it is signed allows those terms to be evaluated while meaningful flexibility remains.
Transactions
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Representation of individual and strategic buyers in asset purchases, equity acquisitions and other purchases of privately held companies.
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Representation of founders, family owners and privately held companies in full and partial sales.
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Representation in partner buyouts, internal ownership transitions, partial sales and other negotiated changes in ownership or control.
The Transaction Lifecycle
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Advising on transaction structure and principal terms before definitive documents are negotiated.
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Identifying material obligations, liabilities, required consents and closing considerations.
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Negotiating purchase agreements and related documents governing consideration, control, risk and continuing obligations.
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Coordinating transaction documents and closing requirements with lenders and the broader advisory group.
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Addressing purchase-price adjustments, earnouts, indemnification matters, transition obligations and other continuing commitments.
Key Transaction Terms
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Asset and equity structures, assumed liabilities, retained ownership, governance and required consents.
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Purchase-price adjustments, escrows, holdbacks, earnouts, seller financing and other deferred or contingent payments.
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Representations, covenants, indemnification, liability limitations, setoff rights and remedies.
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Employment and consulting arrangements, restrictive covenants, customer and employee transition, and post-closing cooperation.
Coordinated Execution
The firm works with lenders, accountants, tax advisors, wealth advisors and other specialists so legal strategy remains aligned with the transaction's economics, timing and closing requirements.
Representative Experience
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The terms worth addressing before time, leverage and professional expense begin to accumulate.
Read the Insight02
How transaction structure affects liabilities, required consents and the documents needed to close.
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Why post-closing consideration requires more than agreement on the headline economics.
Read the InsightContact
Early legal decisions can shape the leverage, obligations and risk that follow. Call to discuss the transaction, its timing and the appropriate next step.
Discuss a Transaction
(210) 997-0025Advising clients throughout Texas, including Dallas, Houston, San Antonio and Austin.
Please do not provide confidential information until the firm confirms that it can represent you. Contacting the firm does not create an attorney-client relationship.