For founders of technology and life sciences companies, an acquisition or merger is often the culmination of years of relentless innovation and risk-taking. However, a successful exit strategy is not something that happens at the closing table; it is a meticulous process of preparing the company to be “acquirable” long before the first offer arrives.
At Crowley Law LLC, we guide founders through the complexities of the M&A ecosystem. Whether you are being courted by a strategic buyer or preparing for a merger, our goal is to ensure that you maximize shareholder value while protecting the legacy of your hard work.
Our approach to M&A and Exit Strategies focuses on:
Crowley Law LLC advises technology and life sciences startups on corporate formation and early-stage structuring. The firm ensures your corporate foundation is strong enough to withstand the most rigorous scrutiny from global acquirers.
We help life sciences and other technology entrepreneurs avoid being taken advantage of as they pursue their dreams.
A poorly prepared company often faces price re-cuts or deal failure during the due diligence phase. Strategic buyers look for “clean” companies where the risks are identified and mitigated well in advance.
For high-growth ventures, an exit is a strategic maneuver that requires a deep understanding of both corporate law and market standards.
Key Area
Why It Matters
Identifying and fixing legal gaps in IP or employment records before a buyer finds them prevents loss of leverage.
The choice between a stock or asset deal has massive implications for tax liability and the transfer of liabilities.
Acquirers buy your innovation. Any break in the assignment of IP can drastically devalue the company or kill the deal.
Ensuring that the interests of founders, investors, and employees are aligned prevents governance disputes during a sale.
Legal services designed to lead you to a successful closing
We help you “clean house” before entering a data room. This involves auditing your capitalization table, verifying all IP assignments, and reviewing key commercial contracts for “change of control” provisions that could hinder a sale. A prepared company closes faster and at a higher valuation.
Beyond legal paperwork, we help you organize your virtual data room to meet the standards of sophisticated global acquirers. We review your employment agreements to ensure all non-compete and non-disclosure obligations are enforceable and transferable. By identifying potential liability gaps early, we allow you to fix them on your own timeline rather than under the pressure of a closing deadline.
Our team also conducts a deep dive into your regulatory compliance and corporate governance history. We ensure that all board minutes, shareholder consents, and historical filings are in perfect order for the buyer’s scrutiny. This phase is designed to remove every possible excuse a buyer might use to “re-cut” the price or delay the closing.
Once the LOI is signed, we lead the drafting of Stock Purchase Agreements (SPA) or Merger Agreements. We focus on critical sections such as Representations and Warranties, Indemnification, and Closing Conditions, ensuring you are protected from post-sale liabilities.
We pay close attention to the “disclosure schedules,” which serve as your primary insurance policy against post-closing claims. Our team meticulously drafts these schedules to ensure every known risk is properly documented and carved out from your liability. We negotiate the specific terms of earn-outs and holdbacks to ensure the milestones are achievable and clearly defined.
Furthermore, we aggressively negotiate indemnification caps and survival periods to protect the wealth you have built. Our goal is to ensure that the “closing” actually represents a final and secure transfer of value. This level of detail prevents long-term disputes over the final payout of your hard-earned equity.
Not every exit is a 100% sale. We advise on strategic mergers, joint ventures, and asset carve-outs. We help you understand the legal implications of combining entities, focusing on corporate governance and the integration of operations.
For asset sales, we focus on the “excluded assets” list to ensure you retain any technology or IP not explicitly part of the deal. We assist in navigating the multi-layered regulatory requirements that often accompany complex cross-border mergers or sensitive technology transfers. This strategic approach allows us to separate high-value intellectual property from legacy operational risks.
We also advise on the transition services agreements (TSA) that often follow a merger, ensuring you are not unfairly burdened. Our counsel includes the careful drafting of license-back provisions, allowing you to utilize specific technologies even after assets are sold. We work tirelessly to ensure that your remaining business units stay competitive and legally independent.
Crowley Law LLC combines decades of corporate legal experience with personalized counsel tailored to the unique needs of startups. The firm is led by Philip P. Crowley, with over 45 years of experience, including prior service as corporate counsel at Johnson & Johnson, where he managed complex confidentiality and licensing matters.
Unlike generalist firms, we provide strategic M&A counsel. We know how to talk to the “Big Tech” and “Big Pharma” legal teams on the other side of the table, ensuring that your interests are never sidelined by their scale.
With deep knowledge in cap table management and investor negotiations, the firm helps founders build companies that are not only well-funded but also legally resilient.
Before engaging with potential acquirers, leadership teams should take these steps:
Build your company on a foundation of legal strength.
Testimonials
As someone that both teaches, invests in, and builds startups, trust me when I say...
Real Voices, Real Results “I’ve been working with Phil for a very long time; it’s...
A Gateway to U.S. Growth Eisner Advisory Group “As a partner of the Eisner Advisory...
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Phil brings decades of big company executive experience combined with an entrepreneurial ability to think...
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“Phil has been of tremendous legal help to the progress of our early-stage biotech start-up....
Phil Crowley has been extremely helpful in providing quick and thoughtful counsel regarding our business...
Phil has been a trusted advisor to our company as we have expanded into the...
Phil has been a great partner in my consulting business. He is responsive and practical...
Phil helped me assess and modify a complex Master Services Agreement from a client. I...
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“Calder Biosciences is exploring a new era in vaccines by developing a 3D shape-stabilizing technology...
Your loved one’s future is on the line. Call Crowley Law now at (214) 239-4702 for a free, confidential consultation. We’re available 24/7 to provide the immediate legal help you need.
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