Date:
August 10, 2026
Author:
Ian R. Cohen
/
Founder & Principal Attorney
I represent New York business owners selling their companies, from the letter of intent through closing, with one senior lawyer on every markup.
You built a business. Someone wants to buy it. You are about to walk into the most important negotiation of your professional life with a counterparty who does deals for a living.
That gap is the whole problem. I close it.
I have sat on sell-side, buy-side, and the GC side of the table. First-time founders exiting to a strategic. Operators selling their third company. Family businesses after decades of ownership. The facts change. The job does not: protect you from the things you do not know to worry about, and get the deal closed.
What sellers get wrong
Most sellers lock onto price. Price matters. The terms around the price decide what you actually take home: working capital, indemnification, escrow, earnouts, and how long your reps survive.
I have seen excellent headline numbers shrink after closing because those mechanics were sloppy.
Here is what sellers miss most often.
The LOI is the deal
The letter of intent is the most important document in the process, and most sellers sign it before a lawyer reads it.
Once it is signed, you have usually locked purchase price, structure, exclusivity, and timeline. Everything after that happens inside the box the LOI created. If the box is too small, no amount of aggressive lawyering on the purchase agreement will enlarge it.
I wrote up three of those calls from live deals: Before You Sign the LOI.
Diligence punishes the unprepared
Buyers will ask for everything. Employment files, tax returns, customer contracts, IP assignments, insurance, regulatory filings, environmental reports.
If that is not organized before you go to market, you will spend exclusivity scrambling instead of negotiating. Scrambling sellers make concessions.
Post-closing terms are still money
Most middle-market deals leave something behind after closing: transition services, a consulting agreement, a non-compete, an earnout, a working capital true-up.
These are not paperwork. They affect your payout and your freedom for years.
How I run a sell-side engagement
I want in early. Ideally before the LOI. Always before the purchase agreement is drafted.
Pre-market preparation
Before you talk to buyers, we get the house in order. Corporate records. Issues that will surface in diligence. Fixes that are cheap now and expensive later. A missing IP assignment from 2014 is a ten-minute cleanup today and a two-week delay in exclusivity.
If you have a banker, I work with them on structure. Asset sale versus stock sale has real tax consequences, and the right answer depends on your facts. I coordinate with your tax advisor so the legal structure and the tax plan are the same plan.
LOI negotiation
I negotiate LOIs to lock the economics that matter and keep your flexibility everywhere else. That means pushing back on bloated exclusivity, narrowing diligence obligations that do not belong in a letter of intent, and making sure the paper matches what you think you agreed to on the phone.
Not every LOI point is worth a fight. Knowing which ones are comes from having closed a lot of these.
Purchase agreement and ancillary documents
This is where the deal gets real. I draft or review every section against your actual transaction, not a form from a $200 million PE deal.
Representations and warranties. I do not draft reps you cannot stand behind. I do not accept buyer markups that expand your exposure past what the deal is worth.
Indemnification. This is where the real money lives. Cap, basket, survival, escrow, and whether R&W insurance is in the stack. Every one of those terms hits net proceeds. I negotiate them based on what I have seen blow up after closing, not what the buyer's form recites.
R&W insurance can be a seller's friend on a clean middle-market deal: it can shrink escrow and shorten survival. It is not a substitute for a tight indemnity, and it does not cover everything buyers will try to park outside the policy.
Working capital. Buyers use the target and the true-up to retrade price after you have already celebrated. We set a mechanism you can actually calculate from your books, and we fight the definitions that let the buyer invent a shortfall.
Earnouts. If part of the price depends on post-closing performance, the provision has to be specific. I have seen earnouts fail because the metric was fuzzy, the buyer ran the business in a way that killed the number, or there was no workable way to fight about it. I draft for those problems on the way in.
Closing conditions. Regulatory approvals, third-party consents, financing. Each one can stall the deal. I negotiate conditions that are specific and achievable, so you are not sitting in limbo wondering whether this actually closes.
Disclosure schedules. The most underappreciated documents in the deal. They qualify your reps. They are the first place a buyer looks when it wants indemnity. I treat them as a substantive workstream, not a last-week clerical dump. Every exception needs to be accurate, complete, and tied to the right representation.
Closing
Closing day is logistics wearing a legal costume. Funds flow, signature pages, officer certificates, consents, FIRPTA, payoff letters. Every item is time-sensitive. I run the checklist through funds confirmation. Deals that stumble at the goal line leave money on the table.
What I tell first-time sellers
If you have never sold a business, the process is longer, more invasive, and more personal than you expect. Buyers will pick apart the company. They will ask questions that feel like an audit of you. They will try to reopen terms you thought were done.
That is normal. It is the job. Counsel who has been through it, and who will tell you when to push and when to let it go, is the difference between closing on your terms and getting ground down.
I wrote this for first-time sellers: Leverage is Everything: Why Most Business Sales Fail Before the Finish Line. Read that, then call me.
Why sellers hire IRC Legal
I do not staff your deal with a second-year associate and bill you to supervise them. When you hire me, you get me. Every call. Every negotiation. Every markup.
That is the point of a boutique built around one senior lawyer. I have closed 500+ transactions and more than $3 billion in aggregate value. Sell-side work is a core part of that book.
I have been sell-side counsel, buy-side counsel, and in-house GC. I know what buyers want because I have sat in their chair. I know where deals break because I have been in the room when they did. I know how to close on terms that protect the seller, because that is the job.
Your business is worth getting this right.
FAQ
Do you only represent sellers?
No. I do buy-side work. This page is for owners selling. If you are buying, say so and I will run it from that side.
When should I call you?
Before you sign the LOI. After is still useful. Before is cheaper and cleaner.
Do I work with you or an associate?
You work with me. Ian R. Cohen. I lead every matter, and if anyone else touches paper, I supervise it.
Where are you based?
IRC Legal's office is at 128 Front St, Mineola, NY 11501, on Long Island. I represent sellers in New York and nationwide.
What size deals do you handle?
Lower-middle-market through large private transactions, including PE-backed exits. If the deal is real and you want senior counsel on it, we should talk.
How do you charge?
Hourly at $680 to $800, or a scoped engagement for the deal. We pick the structure on the first call.
Ian R. Cohen is the Founder and Principal Attorney of IRC Legal, a New York boutique law firm at 128 Front St, Mineola, NY, on Long Island. Corporate and M&A counsel for founders, operators, and the companies they built. 17+ years of practice. 500+ transactions. $3B+ closed. Schulte Roth & Zabel and BakerHostetler, then in-house General Counsel of Pharmapacks and its parent company Packable. He leads every matter. Supporting lawyers he supervises may handle drafting and diligence.
ian@irclegal.com · 516.578.1112 · irclegal.com/contact
