Deal Structuring & Negotiation
The structure of a deal determines who captures value — and who absorbs risk. We advise on term sheets, negotiate on your behalf, and build transaction structures that reflect your leverage and protect your long-term interests.
Do You Actually Need This?
The most dangerous moment in a deal is the term sheet stage — when you are excited, the other side is experienced, and the details look like formalities.
You are negotiating against an experienced counterparty
A sophisticated party on the other side of the table has done hundreds of deals. Without legal counsel structuring your position, you will almost certainly give up rights and economics that a well-prepared attorney would have preserved.
The deal involves IP you have not valued
IP valuation is the foundation of any licensing, acquisition, or joint venture deal. Without a defensible valuation, you cannot negotiate from a position of strength — and you risk transferring your most valuable assets at below-market terms.
You accepted a term sheet without legal review
Term sheets are not just summaries of intent — many contain binding exclusivity periods, non-solicitation clauses, and confidentiality provisions that create legal obligations from the moment you sign.
The deal has cross-border components (US and Canada)
Cross-border IP and technology deals trigger different governing law, tax treatment, and regulatory compliance requirements in each jurisdiction. Structuring the deal correctly from the outset avoids costly restructuring later.
What You Get
- Strategic Advisory
Deal Structure Advice
We analyze your deal from an IP, commercial, and risk perspective — advising on entity structure, consideration mechanics, IP treatment, and post-closing obligations before you commit to any terms.
- Written Analysis
Term Sheet Review & Markup
We review term sheets and letters of intent before you sign — identifying binding provisions, flagging commercial risks, and preparing a negotiating position that maximizes your economics and preserves your optionality.
- Active Negotiation
Contract Negotiation
We negotiate directly on your behalf or coach you through negotiation — preparing counterproposals, drafting bridge positions, and advising on when to hold, when to concede, and when to walk away.
- Drafted Agreement
Transaction Documentation
Once terms are agreed, we draft the full transaction documents — including the definitive agreement, ancillary documents, closing conditions, and any post-closing covenants.
Flat Fee. No Surprises.
Term Sheet Review
From $1,500per term sheet- Full attorney review of term sheet or LOI
- Binding provisions flagged
- Negotiating position memo
- One revision round included
- Recommended
Deal Structuring & Negotiation
From $3,500per transaction- Deal structure analysis and strategy
- Term sheet or LOI review and markup
- Active negotiation support
- Full transaction documentation
Your Questions Answered
Partially — most term sheets are non-binding on the core commercial terms but include binding provisions for exclusivity, confidentiality, and break fees. An attorney review before you sign is essential to understand which parts bind you.
An attorney with experience in your industry and deal type can benchmark your proposed terms against current market deals and identify where you are being asked to accept below-market economics or outsized risk.
Yes — leverage is not just about size. Understanding the other party's timeline, alternatives, and constraints often reveals more negotiating room than the opening position suggests. We structure arguments and alternatives that are persuasive regardless of your size.
Deal structure is the strategic framework — who owns what, how money flows, how risk is allocated, and what happens if things go wrong. The contract is the legal document that implements that structure. Getting the structure right before drafting the contract saves significant time and cost.
Cross-border deals require attention to governing law, currency, withholding tax obligations, IP registration strategy across both jurisdictions, and regulatory compliance (including export controls and privacy law). We structure these deals with all three of our jurisdictions — California, Ontario, and Quebec — in mind.
