OpenShut
Deals / M&A / In development

The acquisition binder,
reconciled to one set of terms.

The acquisition product will produce the documents a deal needs from the letter of intent through the closing checklist, each one built from the same agreed terms so the figures reconcile and the operative text stays consistent across the set. The purchase agreement adapts to your transaction structure, and the regulatory thresholds are read from the current fee schedule. This product is in active development; the workflow below is what it is being built to deliver.

See Pricing

In development. Lending, B2B contracts, SAFEs, and 83(b) generate today.

The exposure this product is built to close

A miscalculated HSR threshold carries civil penalties that accrue per day, adjusted annually for inflation. A missed WARN Act notice invites employee litigation. A non-compete that runs afoul of California law is unenforceable. Today these turn on whoever remembers to check them in review. The acquisition product is built to run those checks against the current thresholds before a document leaves the system, the same way the live lending and contract products check their output against the program rules built into the engine before delivery.

Six documents across the deal timeline

From the first offer through closing, each document drawn from the same set of deal terms so the figures reconcile and the documents agree with one another.

01Offer

Letter of Intent

Purchase price, deal structure, the exclusivity period, the conditions precedent, and the terms that must clear before the parties move to a definitive agreement.

02Diligence

Non-Disclosure Agreement

Governs what each side may share and what it may keep: financials, customer lists, trade secrets, and employee information, with Rule 10b-5 material non-public information provisions carried through.

03Diligence

Due Diligence Checklist

25 categories and more than 200 request items spanning financial, legal, tax, environmental, IP, employment, real property, insurance, regulatory, and technology diligence.

04Negotiation

Purchase Agreement

The definitive agreement: 25 to 40 seller representations, the working-capital adjustment, escrow, indemnification caps and baskets, a material adverse change clause with nine carveouts, and termination provisions.

05Negotiation

Disclosure Schedules

Ten schedules keyed to the representations: cap table, subsidiaries, material contracts, litigation, IP, real property, environmental, tax, insurance, and employee benefits.

06Close

Closing Checklist

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

Your firm details, including wire instructions and bank information, are drawn from your organization profile and entered automatically, and remain editable in Settings at any time.

Inside the purchase agreement

The purchase agreement adapts to the structure you select. Stock purchases, asset deals, and mergers each carry their own representations, closing conditions, and tax treatment.

Art. I

Definitions

Defined terms used throughout

Art. II

Purchase & Sale

The assets or equity conveyed

Art. III

Consideration

Price, adjustments, and earnouts

Art. IV

Seller Reps

25 to 40 representations and warranties

Art. V

Buyer Reps

The buyer's representations

Art. VI

Covenants

Pre-closing conduct, access, filings

Art. VII

Conditions

Conditions precedent to closing

Art. VIII

Indemnification

Caps, baskets, survival periods

Art. IX

Termination

Breakup fees and walk-away rights

Art. X

Miscellaneous

Governing law, notices, amendments

Eight transaction structures

Each structure carries its own disclosure schedules, diligence categories, and closing checklist. The representations, closing conditions, indemnification, and tax treatment follow from the structure you select. All eight are in active build and carry a Coming soon badge; none generate today.

Stock Purchase

Coming soon

Acquire the entity and its liabilities along with it.

Asset Purchase

Coming soon

Select the specific assets and liabilities the buyer assumes.

Forward Merger

Coming soon

The target merges into the acquirer and ceases to exist.

Reverse Triangular Merger

Coming soon

An acquisition subsidiary merges into the target, which survives with its contracts intact.

Forward Triangular Merger

Coming soon

The target merges into an acquisition subsidiary, keeping liability contained.

Leveraged Buyout

Coming soon

Finance the acquisition with debt secured against the target's own assets and cash flow.

Tender Offer

Coming soon

Approach shareholders directly, with a path that can bypass the board.

Bankruptcy Section 363 Sale

Coming soon

Acquire assets out of bankruptcy, free and clear of liens.

Regulatory thresholds read from the current schedule

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
  • Per-day civil penalties for gun-jumping violations, adjusted annually for inflation
  • 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 receive

The terms you enter and the documents the product is built to return from them.

You provide

Jurisdiction

  • United States
  • State (50 states + DC)
  • Currency in US dollars

Transaction details (required)

  • Project name
  • Transaction type: stock purchase, asset purchase, forward merger, reverse triangular merger, forward triangular merger, leveraged buyout, tender offer, or bankruptcy Section 363 sale
  • 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 (US state, overridable)

Information the package draws on

  • 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

Each document is designed to be checked against the program rules built into the engine before delivery: HSR Act filing thresholds, antitrust clearance requirements, CFIUS review triggers, tax-structure treatment under Section 338(h)(10) and the Section 368 reorganization types, state bulk-sales laws, and employment-law compliance including the WARN Act and non-compete enforceability by state.

See the method on a deal you can run today.

The acquisition product is in active development. Generate your first document at no cost on a live product and read the figures, the cited clauses, and the program checks for yourself.

See Pricing