The situation
Founders and investors were exiting through a sale of their stakes to a strategic buyer. Three large deals, all significant.
What I did
- Ran an internal pre-DD using the same questionnaire professional advisors use, so nothing surfaced later.
- Supported the official due diligence: the legal part closed in one month with no criticism.
- Read the buyer's transaction documents across several iterations.
- Drew diagrams to untangle how the buyer had structured tag-along and drag-along.
- Worked a giant comments table, every point handled separately.
- Fought where terms were unacceptable: removed deferred options tied to vague KPIs.
- In negotiation, pushed for the minimum reps, warranties, and indemnities.
The result
- ~$400M in exits across 3 deals.
- Legal due diligence closed in one month, no critical findings.
- No pledges, no deferred options, minimum reps and warranties. Sellers walked with clean terms.