Mergers & Acquisitions
We've sat on both sides of the table for six decades: sell-side for the founder finally ready to step back, buy-side for the platform on its third add-on, and the in-between work for boards weighing strategic alternatives. The deals are different every time. The patient drafting and the same-day calls don't change.
Talk to an attorneyFounded
1965
Attorneys
11
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
Founded
1965
Attorneys
11
AV-rated
Martindale-Hubbell
Office
Bellevue, WA
M&A attorneys for Bellevue and Seattle businesses
Oseran Hahn handles the sale, purchase, and combination of closely-held companies: asset and equity purchases, statutory mergers, and the add-on deals that build a platform. We work sell-side for owners ready to step back and buy-side for companies on their next acquisition, drafting the purchase agreement, negotiating the earn-out and indemnity, and carrying the deal through the ninety days before closing and the year after. No two of these deals look alike, which is exactly why the documents can’t be templated.
An M&A deal runs on a clock, and the early decisions set up everything that follows. We pick the deal structure (asset, stock, or statutory merger) that drives the tax result and the document tree; negotiate the letter of intent that locks price, structure, and exclusivity for the next ninety days; run the diligence that surfaces what the data room won't; draft the definitive agreement carrying the indemnity, escrow, and earn-out terms that govern the year after closing; and clear the regulatory and closing steps that go smoothly when the prior weeks were thorough.
Deal structure: asset, stock, or merger
Most Pacific Northwest M&A transactions take one of three shapes: an asset purchase under standard contract law, a stock or membership-interest purchase under RCW 23B (corporations) or RCW 25.15 (LLCs), or a statutory merger under RCW 23B.11 or RCW 25.15.401. The structure changes the tax treatment, the liabilities the buyer inherits, and the consents required to close. Asset deals let buyers select what they acquire and limit successor liability, but they require renegotiation of every assigned contract and a longer transfer-tax footprint. Stock deals are cleaner mechanically but leave the buyer holding every historical liability the entity carries, known or unknown. Statutory mergers can offer tax-free reorganization treatment to sellers under IRC § 368 if structured carefully, with the documentary discipline that section requires.
We map the structure to the actual deal: the tax posture of the seller, the buyer's appetite for hidden liabilities, the cap-table reality, and the timeline. Getting the structure wrong at the LOI stage is expensive to fix at the definitive-agreement stage, and the cost usually lands on whichever side has less leverage when the issue surfaces.
Letters of intent and the first ninety days
The letter of intent is the first paper of a deal, and it controls the ninety days that follow more than the lawyers like to admit. We draft LOIs tight enough to lock in price, structure, exclusivity, and the diligence plan, but flexible enough to keep the deal alive if a real issue surfaces in diligence. Exclusivity (or "no-shop") provisions typically run thirty to ninety days and bind the seller to negotiate only with the named buyer; break-up and reverse-break-up fees, where used, get calibrated to the parties' relative leverage.
Most LOIs are non-binding as to price and terms but binding as to exclusivity, confidentiality, and (sometimes) expense reimbursement. That distinction matters when one side walks. We watch for the provisions that quietly turn an "indication of interest" into a binding obligation, and we draft so the client knows exactly what they've agreed to before the ninety-day clock starts.
Due diligence: what matters, what doesn't
Diligence is where real risk surfaces, and where over-papering both sides for the sake of completeness wastes everyone's time. We run buyer-side and seller-side diligence with a structured request list keyed to the actual deal: entity and capitalization, material contracts, intellectual property and licensing, employment and benefits (including any IRC § 409A deferred-compensation exposure), tax filings, litigation, real estate, environmental, and the specialty items the industry requires. Diligence findings get triaged into deal-killers, price adjusters, indemnity items, and post-closing covenants.
For sellers, we recommend a clean diligence binder built before the LOI lands; for buyers, we run the review with a partner on the file and a focus on the issues that don't show up in the data room (regulatory consent timing, customer concentration, key-employee retention, change-of-control triggers in material contracts). The goal of diligence is not a complete report. It's an informed deal.
Definitive agreements: indemnity, escrow, and earn-outs
The asset purchase agreement, stock purchase agreement, or merger agreement is the controlling document for the transaction. We draft to the structure. Representations and warranties get calibrated to what diligence actually found; disclosure schedules qualify them. Indemnification provisions carry caps and baskets that reflect the price and the risk profile, with escrow or holdback amounts running the survival period. Earn-out mechanics get drafted with the next year's disputes already in mind. The ABA Private Target Mergers & Acquisitions Deal Points Study tracks market terms for indemnity caps, baskets, and survival periods on private deals; we use it as a reference, not a script.
For deals with executive compensation arrangements, IRC § 280G analysis runs early so golden-parachute exposure doesn't surprise either side at closing. Working-capital true-ups, tax matters, and non-competes get drafted with the same care as the price terms. They're where post-closing fights usually start.
Regulatory clearance, closing, and post-closing
Most middle-market deals close without antitrust filings, but transactions over the Hart-Scott-Rodino Act size-of-transaction threshold (15 U.S.C. § 18a; the 2026 threshold sits near $126 million for size-of-transaction) require pre-merger notification and a 30-day waiting period. Cross-border deals can trigger CFIUS review, particularly where critical technology, infrastructure, or sensitive personal data is involved. Industry-specific clearances (FCC, FERC, healthcare licensure, liquor control) get mapped at the LOI stage so the timeline doesn't catch either side late.
Closing itself is funds flow, signatures, and the closing binder. If the prior weeks have been thorough, the day is uneventful. Post-closing, we run the working-capital true-up under the agreement's mechanics, manage indemnity claim notices within the survival period, and handle earn-out administration over the following months or years. The tax filings the deal triggers (IRC § 1060 purchase-price allocation on asset deals; IRC § 338(h)(10) election where elected) get coordinated alongside. The owner shouldn't have to litigate the tail alone.
Six decades of M&A practice means we've sat on both sides of the table, drafted what gets contested, and defended what we've drafted. That perspective shapes every engagement.
Sell-side and buy-side experience.
Most M&A counsel sees deals from one side. We've spent four decades representing founders selling closely held companies, strategic acquirers running their fifth add-on, and the boards in between. We know what surprises both sides.
Tax, structure, and litigation in the same office.
Our M&A practice sits down the hall from the tax group, the real-estate team, and the trial group that defends purchase agreements when claims arise. The structure we draft is the structure we'd defend.
Same-day responsive, partner-staffed.
Deals run on calendar pressure. A partner is on the file from LOI through closing binder, returning calls the day they come in. Lean staffing is not corner-cutting; it's senior judgment on every page.
The attorneys behindthe work.
Our business and corporate attorneys handle this work alongside our litigation team, so you have coverage whether your matter stays transactional or becomes something more.
What clientsask us first.
How long does a typical M&A deal take from LOI to closing?
Most middle-market deals close in three to six months from a signed letter of intent, with the binding constraint usually diligence or financing rather than drafting. Clean asset purchases can close in six to ten weeks; complex stock deals with regulatory clearance can run nine months or longer. The LOI period is rarely the slow part.
Do you handle both buy-side and sell-side engagements?
Yes. Roughly half our deal volume is owner-side representation for founders selling a closely held company; the other half is buyer-side for strategic acquirers and platform companies running add-on acquisitions. Each side requires a different drafting posture, and we've sat in both chairs for four decades.
Can you represent both buyer and seller on the same deal?
Generally no. The interests are adverse on price, indemnity, reps and warranties, and post-closing remedies, which are the core terms of every M&A agreement. We represent one party, recommend separate counsel for the other, and say so directly in the engagement letter before any work starts.
Do you work on cross-border deals involving foreign buyers or sellers?
Yes. The firm has counseled foreign acquirers and foreign-owned target companies for four decades, with particular depth in Pacific Rim, Canadian, and European clients. We coordinate with the client's home-country lawyers and handle FIRPTA, CFIUS, and tax-treaty issues directly.
What if a dispute develops after closing?
Earn-out fights, working-capital disputes, and indemnity claims are normal. They're the most-litigated year of any deal. Our business litigation group is in the same office, on the same client matters. If a purchase agreement is challenged, you don't need to find new counsel. We draft knowing what gets contested.
When is it time to hire an M&A attorney?
When you’ve received an unsolicited offer for your business. When you’re weighing whether to sell. When you’re targeting an acquisition or add-on. Or when a letter of intent has landed and the ninety-day clock has started. The weeks before closing and the year after are where the drafting matters most, so the sooner we’re at the table, the more we can shape.
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Same-day call. Confidential intake. No engagement until both sides decide it fits.
Oseran Hahn P.S. · 11225 SE 6th St, Suite 100 · Bellevue, WA 98004
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