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.

See Pricing

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.

Closing Checklist

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

Your firm details (wire instructions, bank info) are pulled from your organization profile and filled in automatically. You can update them anytime in Settings.

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

Each structure gets its own disclosure schedules, due diligence categories, and closing checklist. 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

What you provide, what you get back

Every field you enter and every document that comes out.

You provide

Jurisdiction

Country (US, UK, Canada, Australia, UAE, Singapore, EU, China, Hong Kong, Japan, Cayman Islands, Israel)
State or province (auto-populated per country)
Currency (auto-set per country)

Transaction details (required)

Project name
Transaction type: stock purchase, asset purchase, forward merger, reverse triangular merger, forward triangular merger, reverse merger, tender offer, or Section 363 sale (bankruptcy)
Target company name
Buyer name
Seller name

Financial terms (optional)

Purchase price
Cash component
Stock component
Earnout amount
Exclusivity period (days)
Due diligence period (days)
Non-compete duration (years)
Escrow percentage (%)
Target industry
Governing law (auto-set by country, overridable)

Source documents you can upload

Target company financials
Existing shareholder agreements
Corporate charter and bylaws
Material contracts and leases
IP schedules and registrations
Employment agreements
Prior LOIs or term sheets

You get back

6 acquisition documents

Letter of Intent (LOI) — Non-binding term sheet with purchase price, structure, exclusivity, due diligence timeline, conditions precedent, and break-up fee provisions
Non-Disclosure Agreement (NDA) — Bilateral or unilateral confidentiality with definition of confidential information, permitted disclosures, term, remedies, and carve-outs for residual knowledge
Purchase Agreement — 10-article definitive agreement structured for your transaction type: recitals, definitions, purchase price and payment mechanics, representations and warranties (seller and buyer), covenants, conditions to closing, indemnification (basket, cap, survival periods), termination rights, and general provisions
Due Diligence Checklist — Comprehensive request list organized by category: corporate, financial, tax, contracts, IP, real property, employment, litigation, environmental, insurance, and regulatory
Disclosure Schedules — Seller exception schedules keyed to each representation in the purchase agreement, pre-formatted with section cross-references
Closing Checklist — All deliverables, certificates, consents, and filings required at closing with responsible party assignments and status tracking

Every document includes automatic regulatory checks: HSR Act filing thresholds, antitrust clearance requirements, CFIUS review triggers, tax structure optimization (338(h)(10), Section 368 reorg types), state-specific bulk sales laws, and employment law compliance (WARN Act, non-compete enforceability by state).

See the full acquisition package.

All 6 documents, all 8 structures. Free demo.