Ask HN: My competitor wants to buy us out, recommend a lawyer? | Hacker News Reader

Ask HN: My competitor wants to buy us out, recommend a lawyer?

My tech company has grown to the point where has become a significant threat to the industry leader. They have reacted by asking if we are open to acquisition. I’m looking for suggestions of lawyers who are experienced with this type of transaction, as this is significantly outside of my wheelhouse.

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Before you think about lawyers, I would say be careful dealing with industry leaders because they may just be sniffing and not really serious. There are plenty of cases where a larger industry leader reaches out in disguise of acquisition and then gets the details and does it on their own. Not saying it is the case necessarily here but just be careful of that.

For example, ask yourself why they really need to buy you out. Why can't they build it themselves ? Is it really your customer base they want ? Is it your technology ? Do they just want you (acquihire) ? What is the moat here that they want to acquire you ? If you cannot answer that clearly, they may not be serious.

In terms of finding a lawyer, you need to find a lawyer who has experience in tech acquisitions especially in your jurisdiction/area (for example, in US, even the state of residence will come into play). Selling a business involves various things including whether it will be asset vs stock sale (you will need to learn the difference),what will be the terms (all cash upfront vs earn out/equity etc).

Be ready to spend $1000s or even $10,000+ on lawyers and the deal may still fall through. So are you ready to spend your own cash ($10,000+ or higher) and still be ready for the fact that deal falls ?

Just some things to keep in mind.

In what jurisdiction are you and they domiciled?

We are based in Canada but do business throughout North America. They are based in USA and want the Canadian market, but they have failed to break into it.

We've sold off what we call "Verticals" of our company to a competitor in the past. A competitor that previously we had helped co-found and had very horrible interactions with. So we had zero trust in dealing with them and wanted the contracts to be rock solid. The process took forever to agree on a contract, the payment process, putting the money in escrow, etc.... Part of us didn't want to have anything to do with selling something to this company because we despised them. But business is business and their offer was higher than what we could get from anyone else.

Long story short, the process went fine. We ended up selling another vertical to them, and then another. All 3 sales went through fine.

This is the lawyer we used and he also happened to be local.

https://www.gregorprivate.com/

If selling, you can get away with bad buyers as long as the deal is mostly cash upfront. However, I would highly advise against buying from a seller you cannot trust. Imagine they already showed you during the deal process when they have an incentive to be nicer. Once you wire the money, you are in for a lot more surprises. I would never buy from a seller who gave me bad vibes. Regardless of how good the deal sounds.

Source: I have bought 3 smaller projects (one for 500k so i guess not indie but still small) and in all 3 cases, the sellers were incredible genuine and truly cared about their company/product. Just because of how trustworthy and helpful they were, I closed the deals quickly after fair negotiations.

I declined 1 deal where the product was a great fit to my exiting business and it would have been a great transition but the seller was too arrogant and I just couldn't trust him. I backed out after exchanging a couple of messages with him.

I can see that. We were the sellers and the deals were all cash, after the handoff with the money in escrow prior and a binding arbitration clause if there were disagreements on the hand off. We had zero issues though.

Congratulations on being approached—that is a major milestone. Beyond a standard lawyer, you specifically need an M&A (Mergers & Acquisitions) attorney who understands IP tech transfers. General corporate lawyers often miss the nuances of 'Earn-out' clauses and post-acquisition liability. Also, ensure your data room is audit-ready before the due diligence starts. Good luck with the negotiations!

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