Ask IRC Legal
Direct answers to the questions founders, owners and executives actually ask. Each page says what the answer is, where the line is, and what the work costs. Written by the lawyer who would do the work.
Ian R. Cohen, New York M&A and transactional attorney. IRC Legal, 128 Front St, Mineola, NY 11501. Admitted in New York, 2010.
Selling or buying a business
- How long does it take to sell or buy a business?Three to six months from signed LOI to closing, plus preparation. Where the months actually go.
- Asset purchase or stock purchase: which is better if I am selling?Why sellers want stock and buyers want assets, and how to price the difference instead of giving it away.
- What does an M&A lawyer cost for a small business sale?What the engagement runs, and what drives it up.
- What is a fair earnout, and how do they get gamed?Why revenue beats EBITDA for a seller, and the acceleration clause worth the entire earnout.
- What is a working capital adjustment, and how does a buyer manipulate it?The three places the number moves, and the consistency clause that protects sellers.
- How much of the purchase price goes into escrow?Typical size and term, release schedules, and whether the escrow is your only exposure.
- Do I need rep and warranty insurance on a deal under $50 million?When a policy earns its premium and when it does not.
- Does my deal need an HSR filing?The 2026 thresholds, what counts toward deal value, and the gun-jumping trap.
- Can buying another business increase what mine is worth?How multiple arbitrage works in a buy-and-build, and where roll-ups fall apart.
- What is the difference between private equity and venture capital?Minority versus control, and what rollover equity really commits you to.
Letters of intent and purchase agreements
Fractional GC and running the company
- What is a fractional general counsel and when does a startup need one?The GC seat without the salary, and the point at which you already need it.
- Do I need a specialist, or a lawyer who can answer most questions quickly?Where a generalist is the right call, and where a specialist earns the premium.
- What do founders get wrong about cap tables?Missed 83(b) elections, ungranted equity, contractors who own your code.
- Does my LLC actually protect me from personal liability?What New York courts actually require, and the exposures no entity ever covered.
- Do I really need board meetings and corporate formalities?What to document, and what missing records cost you during diligence.
- Are my ChatGPT or Claude conversations privileged?No, and what that means for discovery and retention.
- Is an AI notetaker in my meetings a legal risk?Consent across states, retention, and the transcripts opposing counsel will read.
- Can I resell branded products on Amazon under the first sale doctrine?For brands and established resellers with a demand letter or channel dispute. Not account reinstatement or listing appeals.
Raising money and the board
- Do I need a lawyer to raise a seed or Series A?When a small SAFE is a short review, and when the round is a securities offering with filings attached.
- SAFE or priced round: which should I use?When a SAFE is fine, and when stacked caps become a cap table nobody has modeled.
- What should I negotiate in a Series A term sheet?Five terms decide the outcome, and valuation is not the one that matters most.
- When should I give investors a board seat?The lead, not everyone. What one, one and one really means, and what the seat controls.
- Observer seats vs board seats: what is the difference?Voting, fiduciary duty, and the privilege an observer in the room can cost you.
- How do I run a board after the first priced round?Cadence, consents versus meetings, what goes in minutes, and what never goes in a deck.
Executives, equity and leaving a job
Bitcoin treasury, custody and trusts
Working with IRC Legal
