Strategic Legal Support for Business Transactions

Plan Business Transactions in the Washington, DC and New York City Metropolitan Areas

SBI Counsel specializes in offering legal services for SMB transactions from our offices in Washington, DC and New York, advising small businesses and lower mid-market companies with organized, risk-aware strategies.

Start Your Transaction

Ready to discuss your business transaction? Our expert team is here to guide you through every step.

Complete our questionnaire and receive a personalized consultation

Mergers & Acquisitions

End-to-end M&A representation for buyers and sellers of small to mid-sized businesses

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    Buy-Side Representation:

    • Target identification and preliminary diligence
    • Letter of intent negotiation
    • Comprehensive due diligence coordination
    • Purchase agreement drafting and negotiation
    • Financing documentation
    • Closing coordination and post-closing integration


    Sell-Side Representation:

    • Pre-sale preparation and documentation cleanup
    • Confidential Information Memorandum review
    • Data room preparation
    • Purchase agreement negotiation
    • Representation and warranty protection
    • Escrow and earnout structuring

Commercial Contract Review

Expert review and negotiation of commercial agreements and business contracts

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    • Supply and distribution agreements
    • Service and licensing contracts
    • Vendor and customer agreements
    • Non-disclosure and confidentiality agreements
    • Terms and conditions review
    • Contract compliance and risk assessment

Due Diligence

Comprehensive legal, financial, and operational due diligence services

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    • Corporate structure and governance review
    • Material contracts analysis
    • Employment and benefits review
    • Intellectual property assessment
    • Regulatory compliance verification
    • Litigation and liability review

Deal Structuring

Creative transaction structures to optimize tax, legal, and business outcomes

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    • Asset vs. stock purchase analysis
    • Tax-efficient transaction structuring
    • Earnout and contingent consideration design
    • Seller financing arrangements
    • Working capital adjustments
    • Post-closing transition planning

Corporate Governance

Guidance on board structure, compliance, and corporate governance best practices

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    • Board formation and bylaws
    • Shareholder agreements and voting structures
    • Corporate compliance programs
    • Fiduciary duty guidance
    • Meeting protocols and documentation
    • Governance policy development

Growth Strategies

Strategic advice on joint ventures, partnerships, and expansion opportunities

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    • Joint venture formation and agreements
    • Strategic partnership negotiations
    • Market expansion planning
    • Business development transactions
    • Strategic alliance structures
    • Collaboration and co-marketing agreements

Frequently Asked Questions

Clients throughout Washington DC, New York City, and nearby areas often ask about timelines, documentation requirements, and the level of involvement required during transaction support. These questions help clarify expectations and ensure you remain informed throughout the process.

How long does a transaction review take?

Most reviews and negotiations take two to six weeks, depending on complexity. You receive updates at each milestone.

What Documents Are Involved?

Typically purchase agreements, term sheets, NDAs, corporate records, disclosure schedules, and ancillary transaction-related documentation.

Do you handle transactions outside DC?

Yes. We regularly assist clients in New York, New Jersey, Virginia, Maryland, and surrounding markets.

What agreements do you review?

Common agreements include purchase agreements, operating agreements, letters of intent, partnership agreements, vendor contracts, employment agreements, license agreements, and joint venture agreements.

How are negotiations handled?

We engage directly with counterparties or counsel to clarify terms, propose revisions, and protect your interests.

Business transactions demand careful planning and clear communication. With insight into Washington, DC policy dynamics and New York commercial markets, SBI Counsel  helps clients move forward with confidence.