First Conversation to Close

Selling a firm is a process most principals will go through exactly once. It is reasonable to want to know what to expect. Here is how our process actually works, from the first email to the day after closing.

Step One: A First Conversation

Send a short note to hello@tx-lw.com. Within a few days we will set up a call — usually 30 to 45 minutes. The first call is exploratory. We want to understand the firm, the practice area, the team, the client base, and what you are hoping to accomplish in a transition. You will want to understand who we are, how we operate, and whether we are a serious buyer. There is no obligation on either side after this call. If either of us thinks it is not a fit, we say so, and we part on good terms.

Step Two: Indication of Interest

If the first call goes well and you would like to keep talking, we will sign a mutual NDA and you will share enough high-level financial and operational information for us to put together a written indication of interest. The IOI lays out the rough purchase-price range we would be prepared to pay, the deal structure (typically an asset purchase, all cash at closing), and the timeline. This is non-binding on both sides. It is meant to confirm that we are aligned on the basic economics before either of us invests serious time in diligence.

Step Three: Due Diligence

Once the IOI is accepted, we move to diligence. We will ask for detailed financial records, client lists (anonymized, then full once we are deep enough in the process), staff information, system inventories, contracts, leases, insurance policies, and any pending matters. We use a secure data room. Our diligence team is internal — we do not bring in armies of outside consultants. We typically can complete diligence in four to six weeks.

During diligence we will also visit the firm in person, meet with the seller, and get a sense of the operation. We do not meet with the team or any clients without your permission. Most sellers prefer to keep the conversation quiet until a deal is signed, and we respect that.

Step Four: Definitive Agreement and Closing

After diligence we move to a definitive purchase agreement. The structure is straightforward: an asset purchase, all cash at closing, with customary representations and warranties and a short transition services agreement that covers the seller’s help during the handover period. We do not back-load the purchase price with earn-outs. We do not require the seller to roll equity into a continuing structure. Cash, at closing, full stop.

From signed IOI to closing typically takes 60 to 90 days. Faster is possible if the firm’s records are clean and both sides move quickly.

Step Five: Transition

The 30 to 90 days after closing are the busiest part of the process. The seller introduces us to staff and to key clients. We bring in the new firm leadership and the operating team. The legacy systems get inventoried, the new systems get planned, and we begin migrating. The seller answers questions, signs documents, and gradually steps back.

By the end of the transition period the seller is fully exited — no further obligations to the firm, no consulting role, no advisory seat, no informal calls. The firm is ours to run. The seller has the rest of their life.

What Sellers Tell Us About the Process

Two things consistently. First, that we move faster than they expected. Most sellers have heard horror stories about deals dragging on for a year or more; ours typically close in three to four months from first call. Second, that the diligence is more rigorous than they expected but also more focused — we are looking for what we need to operate the firm, not for ammunition to renegotiate the price. We do not retrade. The number in the definitive agreement is the number at closing.