Escamilla Law Office

Mergers & Acquisitions

Counsel through the full transaction.

Escamilla Law Office advises buyers, sellers and privately held companies in acquisitions, divestitures and other negotiated changes in ownership or control.

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Transaction Counsel

The transaction is more than the purchase agreement.

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

Before the terms are fixed.

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

Counsel across changes in ownership.

01

Acquisitions

Representation of individual and strategic buyers in asset purchases, equity acquisitions and other purchases of privately held companies.

02

Divestitures

Representation of founders, family owners and privately held companies in full and partial sales.

03

Ownership & Strategic Transactions

Representation in partner buyouts, internal ownership transitions, partial sales and other negotiated changes in ownership or control.

The Transaction Lifecycle

From first terms through closing.

01

Structuring & Letters of Intent

Advising on transaction structure and principal terms before definitive documents are negotiated.

02

Legal Due Diligence

Identifying material obligations, liabilities, required consents and closing considerations.

03

Definitive Documentation

Negotiating purchase agreements and related documents governing consideration, control, risk and continuing obligations.

04

Financing & Closing

Coordinating transaction documents and closing requirements with lenders and the broader advisory group.

05

Post-Closing Matters

Addressing purchase-price adjustments, earnouts, indemnification matters, transition obligations and other continuing commitments.

Key Transaction Terms

Where economics become legal obligations.

01

Structure & Control

Asset and equity structures, assumed liabilities, retained ownership, governance and required consents.

02

Purchase Price & Consideration

Purchase-price adjustments, escrows, holdbacks, earnouts, seller financing and other deferred or contingent payments.

03

Risk Allocation

Representations, covenants, indemnification, liability limitations, setoff rights and remedies.

04

Transition & Continuing Obligations

Employment and consulting arrangements, restrictive covenants, customer and employee transition, and post-closing cooperation.

Coordinated Execution

Aligned with the broader transaction.

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

Experience across transaction structures.

01

Bank-financed acquisitions

02

Equity acquisitions

03

Sales involving earnouts

04

Seller-financed transactions

Related Insights

Questions that shape the transaction.

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01

What should an LOI resolve before diligence begins?

The terms worth addressing before time, leverage and professional expense begin to accumulate.

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02

Asset or equity purchase: what changes?

How transaction structure affects liabilities, required consents and the documents needed to close.

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03

How should earnouts and seller financing be documented?

Why post-closing consideration requires more than agreement on the headline economics.

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Contact

Discuss the transaction ahead.

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) 997-0025

Advising 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.