Deals / M&A

From LOI to close.
Six documents, one set of terms.

The longer it takes to produce an LOI, the longer someone else has to outbid you. OpenShut generates all six acquisition documents from one set of deal terms. Regulatory thresholds calculated at current rates. Purchase agreement tailored to your transaction structure.

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Free demo. All 6 documents. 8 transaction structures.

Where M&A deals go wrong

A miscalculated HSR threshold is $54,540 per day in penalties. A missed WARN Act notice triggers employee litigation. A non-compete that violates California law is unenforceable. These are the kinds of things that get caught in review when someone remembers to check. OpenShut checks them automatically against current thresholds before you download.

Six documents across the deal timeline

From first offer through closing. Generated from the same deal terms so nothing contradicts.

Offer

Letter of Intent

Purchase price, deal structure, exclusivity period, key conditions, and the terms that must be met before you move to a definitive agreement.

Diligence

Non-Disclosure Agreement

Protects what gets shared. Financials, customer lists, trade secrets, employee information. Rule 10b-5 MNPI provisions included.

Diligence

Due Diligence Checklist

25 categories, 200+ items. Financial, legal, tax, environmental, IP, employment, real property, insurance, regulatory, and technology.

Negotiation

Purchase Agreement

The definitive agreement. 25 to 40 seller reps, working capital adjustment, escrow, indemnification caps and baskets, MAC clause with 9 carveouts, and termination provisions.

Negotiation

Disclosure Schedules

10 schedules: cap table, subsidiaries, material contracts, litigation, IP, real property, environmental, tax, insurance, employee benefits.

Close

Closing Checklist

Every deliverable, signature, filing, and payoff. 11 categories covering corporate approvals, consents, regulatory filings, employment, and post-closing items.

Generated documents contain placeholder fields that your team fills in — wire instructions, bank details, and firm-specific terms.

Inside the purchase agreement

The purchase agreement adapts to your transaction structure. Stock purchases, asset deals, and mergers each get different reps, conditions, and tax treatment.

Art. I

Definitions

Defined terms used throughout

Art. II

Purchase & Sale

What's being bought and sold

Art. III

Consideration

Price, adjustments, earnouts

Art. IV

Seller Reps

25-40 representations and warranties

Art. V

Buyer Reps

Buyer's representations

Art. VI

Covenants

Pre-closing conduct, access, filings

Art. VII

Conditions

What must happen before close

Art. VIII

Indemnification

Caps, baskets, survival periods

Art. IX

Termination

Breakup fees, walk-away rights

Art. X

Miscellaneous

Governing law, notices, amendments

8 transaction structures

The reps, closing conditions, indemnification, and tax treatment all change based on the structure you pick.

Stock Purchase

Buy the entity. Inherit all liabilities.

Asset Purchase

Pick which assets and liabilities you take.

Forward Merger

Target merges into acquirer. Target ceases to exist.

Reverse Triangular

Sub merges into target. Target survives with contracts.

Forward Triangular

Target merges into sub. Liability stays contained.

Reverse Merger

Acquirer merges into target. Target's licenses preserved.

Tender Offer

Go directly to shareholders. Can bypass the board.

Section 363 Sale

Assets out of bankruptcy, free and clear.

Regulatory thresholds at current rates

HSR Act and antitrust

  • $133.9M minimum transaction size threshold (effective Feb 17, 2026)
  • 6 filing fee tiers: $35K / $110K / $275K / $440K / $875K / $2.46M
  • 30-day waiting period flagged in timeline
  • $54,540/day penalty for gun-jumping violations
  • CFIUS mandatory filing for TID US businesses (FIRRMA)

Tax elections and treatment

  • Section 338(h)(10) stock-to-asset election mechanics
  • Section 453 installment sale treatment
  • Section 280G golden parachute calculations (3x base amount)
  • Section 368 tax-free reorganization continuity requirements
  • Section 197 goodwill amortization (15-year schedule)
  • QSBS Section 1202 exclusion where applicable

Employment and state law

  • WARN Act: 100+ employees, 60-day notice required
  • State mini-WARNs: CA (75 employees), NY (50), NJ (90-day notice)
  • Non-compete: sale-of-business exception + state bans (CA, MN, ND, OK)
  • FIRPTA Section 1445 (15%) for real property interests

See the full acquisition package.

All 6 documents, all 8 structures. Free demo.

See Pricing