Question 1

WHICH RESOURCE SHOULD I START WITH?

Accepted Answer

If you’re buying, start with the LOI Masterclass and Timeline of Buying a Business. If you’re selling, start with Optimize Your Exit and the Timeline of Selling a Business. If you’re operating, start with Legal Masterclass and Avoid Piercing the Corporate Veil.

Question 2

DO I NEED AN ATTORNEY IF I USE THESE RESOURCES?

Accepted Answer

Resources can help you understand concepts and prepare, but most transactions and higher-stakes decisions benefit from counsel—especially where LOI terms, diligence findings, financing requirements, or regulatory issues affect risk and timeline.

Question 3

HOW DO THESE RESOURCES FIT INTO THE LOI → DUE DILIGENCE → CLOSING TIMELINE?

Accepted Answer

Use masterclasses and timelines to understand sequencing. Then use articles and guides as “just-in-time” references as diligence and drafting move forward.

Question 4

IF I’M BUYING VS. SELLING, WHAT CHANGES?

Accepted Answer

Buyers typically focus on diligence scope, liability perimeter, and post-closing protection. Sellers focus on readiness, disclosure management, and bounding post-closing exposure through clear terms.

Question 5

WHEN SHOULD I ENGAGE AN ATTORNEY?

Accepted Answer

Ideally before you sign or send an LOI. If the LOI is already signed, engage counsel early in exclusivity so diligence and documentation can run on a realistic closing plan.

Question 6

WHAT DOES A CORPORATE ATTORNEY DO IN A MERGER OR ACQUISITION?

Accepted Answer

A corporate attorney helps structure the deal from the ground up. They draft and negotiate the purchase agreement, coordinate due diligence, identify and allocate risk through contract provisions, and make sure the transaction complies with all applicable laws and regulations. In short, they protect your interests while helping the deal move forward smoothly.

Question 7

WHAT IS ENTREPRENEURSHIP THROUGH ACQUISITION (ETA)?

Accepted Answer

Entrepreneurship Through Acquisition (ETA) is a path to business ownership in which you buy and operate an existing small or mid-sized company rather than starting one from scratch. Rather than building from zero, you step into an established operation with existing revenue and infrastructure. Proper legal structuring is essential to protect your ownership, maintain control, and preserve long-term upside.

Question 8

WHEN SHOULD I HIRE AN M&A ATTORNEY?

Accepted Answer

Ideally, before you sign a letter of intent (LOI). Getting legal guidance early helps you structure the deal correctly from the start and protects your negotiating leverage. Waiting too long can limit your options and create unnecessary risk.

Question 9

WHY DOES CAPITAL STRUCTURE MATTER IN AN ACQUISITION?

Accepted Answer

Capital structure determines who has control, how cash flows are distributed, and what happens at exit. Debt terms, equity dilution, preferred returns, and governance rights all directly impact your outcome. Two buyers can acquire the same company at the same price and end up with completely different financial results, simply because they structured the financing differently.

Question 10

WHEN SHOULD I HIRE A SELL-SIDE M&A ATTORNEY?

Accepted Answer

Ideally before you share an LOI or accept exclusivity—so your LOI terms and diligence process reflect your priorities on price, timing, transition, and post-closing exposure.

Question 11

HOW DO YOU HELP OPTIMIZE EXIT VALUE?

Accepted Answer

We focus on sale readiness, diligence organization, and negotiating risk allocation in the LOI and purchase agreement—especially around working capital, indemnities, escrow/holdback, and transition terms.

Question 12

WHAT IF A BUYER WANTS ONE LAWYER FOR BOTH SIDES?

Accepted Answer

In most transactions, buyers and sellers have directly opposed interests. Independent counsel helps you evaluate terms and negotiate from a clear position—particularly when an equity sale transfers liabilities.

Question 13

HOW LONG DOES A SALE TYPICALLY TAKE?

Accepted Answer

Many privately held transactions close in ~60–90 days after LOI, but timing depends on diligence readiness, lender underwriting (including SBA), third-party consents, and draft turnaround.

Question 14

HOW DO YOU HANDLE SENSITIVE DISCLOSURES (CUSTOMERS, EMPLOYEES, PRICING)?

Accepted Answer

We often recommend staged disclosure—sharing anonymized or summarized information early, then expanding access as the deal advances and documents are progressing.

Question 15

HOW DOES PRICING WORK FOR SELL-SIDE LEGAL SERVICES?

Accepted Answer

We offer transparent, flat-fee scopes for M&A transactions, often with milestone billing so fees align with progress. Read about our pricing here.

Question 16

WHEN SHOULD I HIRE AN M&A ATTORNEY FOR A BUSINESS ACQUISITION?

Accepted Answer

Ideally before you sign or submit an LOI, and as soon as possible after LOI signature if the deal is already moving—particularly where SBA financing, deposits, rollover equity, or licensing issues affect timing and risk.

Question 17

DO YOU WORK WITH SEARCHERS AND ETA BUYERS NATIONWIDE?

Accepted Answer

Yes. We represent searchers and strategic buyers in acquisitions across the U.S. (licensed in PA/DE/CA/WA and able to support transactional matters nationwide).

Question 18

CAN YOU HELP WITH SBA ACQUISITIONS?

Accepted Answer

Yes. We regularly coordinate purchase agreement terms and closing deliverables with lender underwriting and conditions, and we help align the legal timeline with financing milestones.

Question 19

ASSET PURCHASE OR EQUITY PURCHASE—WHAT SHOULD I CHOOSE?

Accepted Answer

It depends on transferability (contracts, permits, licenses), tax and accounting goals (with your CPA), and liability profile. We evaluate feasibility in diligence and then draft documents to allocate risk appropriately.

Question 20

HOW DO YOU HELP MINIMIZE “BROKEN DEAL” COSTS?

Accepted Answer

We focus early on material deal terms, and we sequence diligence so you can confirm the financial fundamentals before moving into deeper legal drafting. We also use defined scopes and milestone billing so fees track progress.

Question 21

HOW DOES PRICING WORK FOR BUY-SIDE LEGAL SERVICES?

Accepted Answer

We offer transparent, flat-fee scopes for M&A transactions, typically with milestone billing so legal work aligns with deal progress. Learn more about our pricing structure here.

Question 22

WHEN SHOULD I HIRE AN M&A ATTORNEY — BEFORE OR AFTER THE LOI IS SIGNED?

Accepted Answer

Ideally, involve counsel before you sign or send a letter of intent (LOI), especially if there’s any deposit, exclusivity, SBA financing, rollover equity, or licensing/regulatory issues. If your LOI is already in motion or signed, you’ll want to speak with counsel as soon as possible so you can best utilize your exclusivity period and complete legal due diligence, the purchase agreement, and ancillary transaction documents in time for closing. You can schedule a complimentary consultation call with our team at Dean Street Law here.

Question 23

WHAT DOES YOUR LOI SUPPORT INCLUDE?

Accepted Answer

We help you structure a deal to maximize your return on investment, whether you’re acquiring or exiting. By understanding your goals and terms, we help you negotiate and document price, structure (asset vs. stock), working capital, exclusivity, due diligence timeline, seller financing/earnouts, noncompete and non-solicitation provisions, and key closing conditions in the LOI. The goal is to set the foundation for your deal to minimize broken-deal costs and reduce the risk of the deal falling through due to misalignment on key terms. We’ll also discuss what is strategic to negotiate, and when, especially if there is a competitive bidding process. If you’d like help with your LOI, you can schedule a complimentary consultation call with our team at Dean Street Law here. If you’d like to DIY it, you can access our complimentary LOI Masterclass here and our battle-tested LOI templates here.

Question 24

ASSET PURCHASE VS. STOCK PURCHASE — WHAT’S THE DIFFERENCE AND WHICH ONE IS “BETTER”?

Accepted Answer

Which structure is feasible (or advisable) depends on the business. Asset purchases or sales typically allow a buyer to exclude certain liabilities and select which assets transfer. However, this requires that the relevant asset classes are transferable, because each asset type is legally transferred differently (for example, title to a vehicle versus a deed to real estate). Stock (or equity) purchases or sales transfer the entity itself, which is often necessary when contracts, licenses, permits, or other key rights are difficult to transfer. Either structure can be negotiated to manage risk through due diligence, representations and warranties, covenants, indemnities, escrow/seller notes, and closing conditions. In some cases, legal due diligence is needed to determine the best path to closing. You can learn more about the two types of purchases or sales in our Dealmaking with Laura DiFrancesco podcast episode here or discuss it further on a complimentary consultation call.

Question 25

HOW LONG DOES IT USUALLY TAKE TO CLOSE A LOWER MIDDLE MARKET / ETA ACQUISITION?

Accepted Answer

Many privately held business acquisitions and sales close in the ~60–90 day range after the LOI is signed, but timing varies based on seller diligence readiness, lender underwriting (including SBA), third-party consents, and how quickly both sides review and revise drafts of the purchase agreement and ancillary transaction documents. We recommend completing due diligence and circulating a first draft of the purchase agreement by roughly the 30% mark of the timeline to the target closing date. That typically requires engaging counsel before, or immediately after, the LOI is signed, particularly if you have a hard deadline. If a buyer is fundraising and investors are still being lined up, it may take 120 days or more. During our first phase of engagement after the LOI has been signed, we prepare a closing checklist and timeline with a Gantt chart that shows what needs to be completed (and when) in order to close by the target closing date. You can schedule a complimentary consultation call with our team at Dean Street Law here.

Question 26

WHAT HAPPENS IF THE DEAL FALLS APART? HOW DO YOU HELP MINIMIZE “BROKEN DEAL” COSTS?

Accepted Answer

Broken deals are most often the result of (i) financial diligence or quality of earnings surprises, (ii) misalignment on material terms, or (iii) financing underwriting. We help reduce risk by aligning on material deal terms at the outset and sequencing due diligence so you’re not discovering “deal-breakers” at the purchase agreement stage. On the buy side, we typically begin our engagement prior to, or immediately after, the LOI is signed so the seller can begin responding to due diligence questions and populating the data room, and the buyer can hold off on a full legal due diligence review until high-level financial diligence is complete. We also structure payment terms so you’re only responsible for the portion of the work you authorize us to move forward with. If the deal ends after due diligence preparation, you’re not responsible for the remainder of the legal fees for the transaction. If you pay in full, you’ll receive a credit for the remaining portion of the scope of work that hasn’t been performed, which can be applied to a future deal. You can schedule a complimentary consultation call with our team at Dean Street Law to learn more about our pricing and scope of work here.

Question 27

DO YOU HANDLE INDUSTRY-SPECIFIC ISSUES LIKE HEALTHCARE LICENSES, CHANGE-OF-OWNERSHIP, OR REGULATED BUSINESSES?

Accepted Answer

Yes. For regulated businesses (healthcare is a common example), we evaluate licensing and transfer approval requirements and then build the deal structure and closing checklist around them. This may include post-closing transition services or management services agreements when approvals, payer enrollment, or change-of-ownership timelines don’t match the desired closing date. We discuss healthcare deals in this episode of the Dealmaking with Laura DiFrancesco podcast. If you’d like to discuss industry-specific issues for your deal, you can schedule a complimentary consultation call with our team at Dean Street Law here.

Question 28

HOW DOES PRICING WORK, AND WHAT SHOULD I BUDGET FOR LEGAL FEES?

Accepted Answer

We offer transparent, flat fee pricing with a defined scope of work based on transaction complexity and structure. For business purchases and sales, we provide milestone-based payments to align legal work with deal progress and reduce exposure if a deal doesn’t close. If you’re comparing firms, start with three questions: (1) what’s included (legal due diligence + purchase agreement + ancillary documents + closing support), (2) what triggers out-of-scope work, and (3) how broken-deal risk is handled. To learn more about our pricing, you can:
Visit Pricing
Explore our pricing episode on Dealmaking with Laura DiFrancesco
Schedule a complimentary consultation

Question 29

Who may apply for the Legal Internship positions?

Accepted Answer

Only students currently enrolled in an ABA approved law school may apply for the Legal Internship position.

Question 30

When are deadlines to submit my application?

Accepted Answer

Fall Application Deadline: June 1

Spring Application Deadline: November 1

Summer Application Deadline: March 1

We will not accept applications after the deadline so please be sure to submit your materials prior if you wish to complete your internship during a specific semester.

Question 31

What should I include in my application materials?

Accepted Answer

Please submit a resume and cover letter. Examples of your work are not required but may also be included in your submission as applicable.

Question 32

When may the internship be completed?

Accepted Answer

The internship may take place during the fall, spring, or summer semester.

Question 33

How long is the internship period?

Accepted Answer

The internship is 4 months at 20 hours per week.

Question 34

Is this a paid position?

Accepted Answer

The internship is unpaid, however, you are welcome to apply for course credit with your school. Our firm works diligently to help you maintain your credit requirements throughout the internship.

Question 35

Is the internship in person or remote?

Accepted Answer

The internship is in person at our office location in West Chester, PA.

Question 36

Are there specific qualities you are looking for in applicants?

Accepted Answer

You will thrive in this firm if you are:

Self Motivated, driven, enjoy a challenge, and are proud of the work you deliver. You exceed in prioritizing and executing multiple assignments in a timely manner.

Naturally Curious, innovative, think critically when given an assignment, and have an impeccable attention to detail.

Solution Oriented, creative and consider all resources until you’ve found the best solution. You are always looking for ways to be more efficient and productive.

Enthusiastic, charged with energy to get work started and you maintain a positive outlook throughout the day.

Team Player, supportive, reliable, and have a willingness to learn from others. You enjoy being friendly and connecting with coworkers.

Question 37

Is there an interview process?

Accepted Answer

Once you submit your application, our hiring team will review your resume and cover letter. After review, we will bring you in for an in person interview to get a better idea of who you are and discuss the internship in further detail.

Question 38

What are your expectations for interns during the internship?

Accepted Answer

At Dean Street Law, we expect an uncompromising standard of excellence and a high level of professionalism, work ethic and work product quality. Our team is expected to treat others with kindness and consideration, to listen and learn from management, and to appreciate to the welcoming, inclusive and untraditional work environment that we promote.

Our firm does not tolerate any instances of negativity or unprofessionalism.

Question 39

What work should I expect to be completing during the internship?

Accepted Answer

Here at Dean Street Law, we have a strong commitment to learning. We offer students an opportunity to gain exposure to the inner workings of a law firm and gain experience in the legal field. Students that participate in our program will work directly with the company’s CEO and Founder, working on legal matters for both clients and in house operations.

You will not be getting coffees or copying files all day long, however, all team members are expected to assist in our daily work which can include office related tasks as is the same for every law firm. Our interns are expected to pitch in without complaint and appreciate the work being done.

Question 40

Will the firm work around my school schedule?

Accepted Answer

Yes, of course. Your education is the most important thing and should be treated as such. If you are accepted to the program, you will send us your class schedule and we will assign you your internship schedule around that.

If you internship period falls under two separate semesters, we will accommodate both semester schedules.

Question 41

What are some tasks that I will be completing during my internship?

Accepted Answer

Tasks may change everyday, especially if the firm is met with an influx of client work, however, we do have non negotiable daily tasks that must be completed as well as general responsibilities. These include:

Supporting the legal team in all business areas
Participating in a variety of legal special projects that gain exposure for better understanding of corporate law
Assisting in drafting client resources, letters, legal forms, and other documents
Conducting legal research 
Maintaining and organizing charts and files 
Contract and document management to manage client expectations and track progress 
Assisting team with any other administrative needs
Extending these responsibilities to support the legal product development for Laura DiFrancesco LLC

Question 42

Am I able to apply for school credit?

Accepted Answer

Yes, however, you must complete the entirety of the internship to receive credit and endorsement from both Dean Street Law and your law school. If the internship is not completed its in entirety, you will not receive credit.

Internship Program

We're an all hands on deck, come as you are, goal manifesting, wildly ambitious crew on a mission to change the world.

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Current Openings

Dean Street Law // Legal Internship - Fall WEST CHESTER, PA

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Dean Street Law // PR & MARKETING Internship - Spring WEST CHESTER, PA

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