Counsel to founders, funds, and acquirers.
In the last 18 months
1Aggregate value of closed M&A transactions, financings and fund commitments in which Ebadat represented a party.2Distinct clients Ebadat served under a signed engagement letter.3Countries where a party to, or the target of, a cross-border transaction Ebadat advised on is based.All figures June 2025 through November 2026. Past results do not guarantee a similar outcome. Attorney Advertising
In the last 18 months
1Aggregate value of closed M&A transactions, financings and fund commitments in which Ebadat represented a party.2Distinct clients Ebadat served under a signed engagement letter.3Countries where a party to, or the target of, a cross-border transaction Ebadat advised on is based.All figures June 2025 through November 2026. Past results do not guarantee a similar outcome. Attorney Advertising
Anatomy of a deal
Six stages of an acquisition or sale, for buyers and sellers, and where value is won or lost in each.
Structure
Stock or asset deal, merger or rollover, and how the purchase is financed are settled first, because structure drives tax, risk and price in everything that follows.
Read: How to Sell Your Company: A Founder’s 90-Day Prep PlaybookWhat we handle
- Stock purchase, asset purchase or merger
- Tax structure and rollover planning
- Acquisition financing
- Corporate cleanup and adviser engagements
Letter of Intent
Price, structure, exclusivity and the deal’s key protections are set here, when leverage is greatest.
Read: Demystifying Independent Sponsor Deal StructuresDiligence
Findings become price changes, specific indemnities or closing conditions, so how they are handled matters as much as what they are.
What we handle
- Legal diligence and the data room
- Quality of earnings
- Disclosure schedules
- Consents and change of control
Purchase Agreement
The document that allocates risk: what the seller promises, what happens if it is wrong, and who pays.
Read: Indemnification in Private M&A: Baskets, Caps, Escrows, Survival, and SandbaggingSigning to Closing
The business keeps running under agreed limits while approvals and closing conditions are satisfied.
Post-Closing
The working capital true-up, escrow releases and any earnout settle the final price, for the buyer and the seller.
Read: Working Capital Adjustments in M&A: How They Work and Where Sellers Lose Money at ClosingSix stages of a venture or growth financing, for the company and for its investors.
Preparation
Companies clean up the cap table, equity grants and IP before the round. Investors check the same records before they price it.
Read: Understanding 83(b) Elections: A Guide for Startup FoundersTerm Sheet
Most of the economics and control are fixed here; the definitive documents follow the term sheet.
Read: Venture Capital Trends and Term Sheet Negotiation StrategiesDiligence
The lead investor confirms the company owns what it is selling: its shares, its code and its contracts.
What we handle
- Corporate records and prior financings
- IP assignments from founders and contractors
- Material contracts and customers
- Employee equity and vesting
Definitive Documents
The stock purchase agreement, charter and investor agreements turn the term sheet into enforceable rights.
What we handle
- Stock purchase agreement and charter
- Information and pro rata rights
- Right of first refusal and co-sale
- Drag-along
Closing
Board and stockholder approvals, conversions and filings are completed and the money moves.
What we handle
- Board and stockholder consents
- SAFE and note conversions
- Form D and state filings
- Updated cap table
After the Round
The rights negotiated in this round shape the next one, and the company’s exit.
Read: SAFE Notes vs. Convertible Notes: Key Differences and When to Use EachSix stages of forming a private fund, from the first structuring call to the last investor admitted.
Structure
Entities, domicile, offering exemption and adviser status are settled before the first investor conversation.
Read: How to Structure a Private Fund: Legal Framework, Entity Selection, and Practical ConsiderationsTerms and Documents
The economics investors will negotiate are drafted here, so they should be defensible before anyone reads them.
Read: Structuring Carried Interest and Waterfall Mechanics: Getting the Economics RightMarketing
How the fund is marketed decides which exemption applies and who can invest.
Investor Negotiations
Anchor investors set the terms others will ask for, so side letters are drafted with the whole investor base in mind.
Read: GP/LP Negotiations: Key Terms LPs Push Back On and How to Handle ThemFirst Close
Investors are admitted, the fund can call capital and the regulatory filings start.
Final Close and After
Later investors are admitted on equal terms, and the fund moves into investing, reporting and, eventually, exits.
Read: Launching Fund I: What the Legal Work Costs, How Long It Takes, and How to Choose Fund CounselWhat we handle
- Subsequent closes and equalization
- Final close
- Ongoing compliance and reporting
- Continuation funds
Practice Areas
Mergers & Acquisitions
Buy-side and sell-side M&A for founders, sponsors and strategic buyers in middle-market deals, from LOI and diligence through closing.IncludesCompany sales and exits, acquisitions and add-ons, carve-outs, cross-border and sports club deals.Venture, Growth & Debt Financing
Venture capital, growth equity and debt financings for companies, founders and investors, from SAFEs and seed rounds to Series A, later rounds and credit facilities.IncludesSeed and Series A rounds, convertible notes and SAFEs, secondaries, credit facilities and structured financings.Fund Formation
Fund formation for emerging and established managers, from Fund I through successor funds, across venture capital, growth equity and private equity.IncludesLPAs and PPMs, side letters, SPVs and co-investment vehicles, GP and management company structuring.Sponsor-Led Transactions
Deal counsel for independent sponsors and their capital partners on platform and add-on acquisitions, from LOI through exit.IncludesCapital partner terms, sponsor economics and carry, recapitalizations, governance.Corporate & Commercial
Outside general counsel for growing companies, covering governance, commercial contracts, employment matters and day-to-day legal questions.IncludesCommercial contracts, board and stockholder matters, employment agreements, compliance.Chambers USA 2026The Legal 500 United States 2026
Ebadat is the first firm we call because they are hands-on, fast and commercial.
Client feedback, Chambers USA 2026
“They understand business drivers and decisions, not just legal ones.”
Client feedback, Chambers USA 2026
“They are very quick to respond and go above and beyond for their clients. I feel Ebadat is a partner.”
Client feedback, Chambers USA 2026
“Ebadat advises on complex M&A, financings and corporate governance matters. They act for both corporates and sponsors.”
Chambers USA 2026
Soheil Ebadat
Leads M&A and financings for founders, funds, sponsors and strategic buyers across industries.View profile
Kiara Cunningham
Advises sponsors, funds, founders and acquirers on M&A, fund formation, investment transactions and day-to-day corporate matters.View profile
Neeloy Azad
Advises fund sponsors, underwriters and institutional investors on forming, structuring and distributing private funds.View profile
Michael Blue
Counsels developers, entrepreneurs, founders and investors on real estate and business transactions.View profile
Mitch McClellan
Advises clients on financing matters and secured transactions, from credit agreements to leveraged finance.View profile
Austin Johnson
Advises emerging companies, investors and strategic acquirers on M&A, contracts and corporate governance.View profile
Mike Baker
Advises founders, executives and investors on tax structuring from formation through exit.View profile
Brian Rogers
Advises on the tax side of private equity deals, acquisitions, partnership formations, financings and REIT matters.View profile
Jason Sacks
Advises on federal tax for M&A, secondaries, financings and cross-border structuring.View profile
Jessica Winn
Represents executives and companies on equity compensation, employee benefits and Sections 83(b), 280G and 409A.View profile
Austin Stack
Advises on equity compensation, Sections 409A and 280G, benefits in transactions and employment agreements.View profile
Jamison Klang
Advises companies and executives on compensation, benefits and employment issues, including in corporate transactions.View profile
Jeffrey Bauer
Advises employers, fiduciaries and ESOP parties on employee benefits, ERISA and compensation, including in M&A.View profile
Juan Manuel López Ruiz
Counsels clubs, athletes, agents and federations on player contracts, disputes and regulatory matters in global football.View profile
Heather Bustos
Supports food, supplement, cosmetic and medical device businesses on FDA and FTC compliance.View profile CareersJoin the team
We’re hiring experienced M&A, venture and fund formation lawyers.View open roles
Industries
We work with founders and investors in technology, sports, consumer brands, energy, financial services and industrials.
Strategic Counsel
for complex transactions.
Insights & Strategies
