M&A and transactions
Private-company M&A and share deals: where closings stall after price
Adv. Alex Blumin works on private-company and tech deals: from the business goal to documents that still work after closing.
I come in early, before the letter of intent or exclusivity, while the hard questions can still be settled without pressure.
What this practice covers
- 01LOI / exclusivity
- 02Due diligence and buyer NDAs
- 03SPA / share transfers
- 04Representations and indemnity
- 05Conditions precedent
- 06Articles and SHA consents
- 07Investment and tech collaboration documents
Common scenario
Price closes fast. The deal stalls on representations, indemnity, conditions precedent and restrictions in the articles.
How I work
Business goal → risks → an agreement that matches what the parties actually do.
Related reading
Common questions
When should counsel join a private-company sale?
Before the LOI or exclusivity, not only the night before the SPA. Early on you can still settle what binds, what doesn't, and what happens if due diligence turns something up.
Is a "non-binding" LOI really non-binding?
The label is not always the whole story. Intent, specificity and the parties' conduct after signing can change the picture.
The LOI trap: when "non-binding" still binds →Where do share deals stall after price is agreed?
Disclosure schedules, indemnity, conditions precedent nobody owns, and a right of first refusal or board consent nobody checked against the articles and shareholders' agreement.
Share transfers: where deals stall →Why a buyer NDA before due diligence?
Opening a data room without a confidentiality framework, and sometimes without agreed damages, is a common trap.
Buyer NDA before due diligence →Do you also counsel tech investments and collaborations?
Yes, as part of deal work: structure, risks, and terms that still work after signing, not just a document to sign.
How do we start?
Write to me briefly about the deal and its stage: letter of intent, due diligence or SPA. I reply within one business day.
Contact →The information on this page is general information and does not constitute legal advice. For legal advice tailored to your case, please contact Adv. Alex Blumin.