Most founders think selling a company is about agreeing on a price. Then the documents show up, and suddenly the deal feels like a maze of acronyms, redlines, and “standard” clauses that don’t feel standard at all. We sit down with attorney Jon Thielen, partner at Company Council, to translate the legal side of mergers and acquisitions into clear, practical steps you can actually use as a buyer or seller.

We walk through the M&A process from the first real document, the letter of intent (LOI), through due diligence and into the purchase agreement that ultimately governs the transaction. You’ll hear what typically belongs in an LOI, how exclusivity periods and confidentiality can become binding early, and what “redlining” really means when lawyers start negotiating language. We also talk about how to protect sensitive financial data during a small business sale, including limiting access and using secure document portals.

Then we get specific about the contracts that decide who owns what and who pays when something goes wrong: asset purchase agreement versus stock purchase agreement, representations and warranties, disclosure schedules, assignment and assumption agreements for key contracts and leases, purchase price allocation for tax purposes, and indemnification provisions that allocate post-closing risk. We also cover common add-on documents like promissory notes for seller financing and employment agreements when the seller stays on during a transition period.

If you’re preparing for a business acquisition, planning an exit, or just trying to understand M&A contracts without the legal fog, this conversation will save you time and stress. Subscribe, share this with a founder who’s heading toward a deal, and leave a review with the one contract question you want us to tackle next.