For most owners, selling the company is the largest transaction of their life — and the only one they'll ever run.
You built the business over years. The sale happens once, often inside a few months, against a buyer who has done this many times before. The asymmetry is the problem. My work is to stand on your side of it.
I represent owners through the sale, purchase, or transition of privately held companies. Some are ready to exit. Some are years out and want to be ready when the moment comes. A few are on the buy side, acquiring rather than selling. The common thread is that the stakes are concentrated into a single event, and the owner deserves counsel whose only interest is theirs.
What I do
Sell-side representation. Buy-side representation. The exit and succession planning that comes before either. Across all of it, the job is the same: protect the owner's position, hold the structure of the deal, and keep the transaction from being run on the buyer's terms.
I am your counsel, not your broker. A broker runs the sale process and earns a commission when it closes. On larger deals that work is worth the fee. My obligation is different. It runs only to you, including the obligation to tell you when a deal is wrong, when the price does not reflect the company, or when the right move is to wait.
A sale touches corporate, tax, real estate, employment, and IP at the same time. I handle the corporate and governance core — deal structure, the purchase agreement, board authorization, the cap table, IP ownership — and bring in the specialists from Scale LLP when the deal reaches into the rest. If you want the full picture of how a sale unfolds, I've written the owner's roadmap: all six phases, from decision to close.
Where most owners lose ground
Two places, almost always.
The first is preparation. Owners who wait until a buyer appears negotiate from whatever shape the business happens to be in that quarter. Owners who understand their value early have time to fix what depresses it — customer concentration, owner dependence, thin records — before it costs them at the table.
The second is the gap between what a business is worth today and what it could be worth at sale. Those are different numbers. The distance between them is where the real money in an exit is made or left behind. Closing it is planning work, and it takes longer than most owners expect. A quick readiness scorecard will tell you where you stand.
How the work begins: understanding value
Before any transaction conversation is useful, you need an honest read on what the company is worth — and you can get one yourself, free, in about ten minutes.
The starting point is a complimentary valuation, run on the same engine professional advisors and institutions rely on. It produces four distinct figures — what the assets would sell for, what the equity is worth, the enterprise value, and the floor in a forced sale — plus operating measures benchmarked against your industry. Completing it costs you nothing. I review every valuation personally and walk you through what it means — because the figure is the easy part, and the work is in what you do about it.
A word on what it is and is not. This is an indication of value, not a certified appraisal. It is the right tool for planning, for understanding your position, and for deciding whether and when to move. It is not a formal appraisal for tax filing or litigation. When you need that, I will tell you, and arrange it.
The valuation answers what. The conversation that follows answers what to do about it — and that is the work that decides how a transition turns out.
Who this is for
Owners of established, privately held companies who are within sight of a transition — a sale, a purchase, a handoff to the next generation — and want it handled by someone whose loyalty is not divided.
If you are early in building and a transition is years away, you likely do not need me yet. Start with the value estimate, watch the numbers, and reach out when the picture sharpens. I would rather point you to the right first step than sell you an engagement you do not need.
Why Kraus Law
I'm a corporate attorney with 25 years of practice and three tours as General Counsel of public companies — including DIRTT Environmental Solutions (TSX: DRT), where I ran legal through the company's pandemic reset, and today as outside General Counsel to Greenfire Resources (NYSE/TSX: GFR). I've sat on the inside of a company sale, building the data room and negotiating the purchase agreement while the CEO kept running the business. I've also been the first call from an owner who just received an unsolicited letter of intent and didn't know whether to be flattered or suspicious. I've been on both sides of this table.
I'm a partner at Scale LLP, a national firm of 80-plus attorneys across 22 states. For you that means one thing: you will not outgrow this relationship. Whatever the deal needs — real estate, employment, IP, tax — there's a specialist inside the firm, and I'm the one who makes the introduction. You get boardroom-level counsel from Granbury, without the Dallas or Houston hourly rate.
I don't publish results with dollar signs and exclamation points. The kinds of transactions I've handled, and what clients say about working with me, are on the results page.
Frequently asked questions
Both, in that order. Someone wrote a letter of intent, so the business is worth pursuing. That part is real. The suspicious part is the timing. An unsolicited offer usually arrives when the buyer believes they can get the company for less than it's worth: before you've prepared, before you have your own read on value, while you're the least ready to negotiate. This is often the first call I get from an owner. My answer doesn't change. Don't respond to the number yet. Get your own valuation first, so the conversation starts from what the company is worth instead of what the buyer hoped to pay.
Usually yes, because the two roles don't answer to the same interest. A broker runs the sale process and earns a commission when the deal closes. On a larger deal that work is worth the fee. But a broker gets paid when it closes, so the incentive points at closing. Mine doesn't. I'm your counsel, not your broker, and my obligation runs only to you. That includes telling you when the deal is wrong, when the price doesn't reflect the company, or when the right move is to wait. The broker finds the buyer and drives toward a close. I hold the structure of the deal and protect your position inside it. On most sales you want both.
Before, if you have the choice. Owners lose ground in the same place again and again: they wait until a buyer appears, then negotiate from whatever shape the business happens to be in that quarter. Customer concentration. Owner dependence. Thin records. A handful of contracts that can't be assigned without someone's consent. None of it is fatal, but each one costs you at the table, and most of it takes months to fix rather than weeks. The work that raises the number is the work you do before the buyer is in the room. Once the letter of intent lands, most of your negotiating room is already gone. Start when a transition is in sight, not when it's already underway.
It depends which side you're on, and the two sides usually want opposite things. Buyers lean toward buying assets: they step up the tax basis, take larger depreciation deductions, and leave most of the old liabilities behind. Sellers lean toward selling equity: one clean transfer, capital-gains treatment, and you walk away from the liabilities along with the company. That tension gets negotiated on nearly every deal. Where the target is an S corporation or a corporate subsidiary, there's a bridge worth knowing about, a 338(h)(10) election. It keeps the deal a stock sale legally, so contracts and licenses stay in place, while treating it as an asset sale for federal tax, so the buyer gets the step-up. The catch is that it isn't free to you. The election can convert some of your gain into ordinary income, which means if a buyer asks for it, the price should gross up to put you back where a straight stock sale would have left you. Have that negotiation before it goes into the letter of intent, not after.
By treating the headline number and the money you'll actually collect as two different things, because they are. A few structures show up on almost every deal. Part of the price usually sits in escrow for a period after closing, as security if something in your representations turns out to be wrong. The price gets trued up for working capital at close, so the figure moves with the cash and receivables you actually leave in the business. And some buyers propose an earnout, where a slice of the price depends on how the business performs after you've handed over the keys. Escrow and a working-capital adjustment are standard and manageable. Earnouts are where sellers get hurt, because you're betting on results you no longer control, measured by the people who now do. If there's an earnout, the protection lives in the definitions: how performance is measured, who runs the business during the period, what the buyer is and isn't allowed to do that would move the number. Given the choice, I'd rather negotiate a higher figure at close than a bigger one you might never see.
Diligence, almost always. The letter of intent sets a price. Diligence is where the buyer tests whether the business is what the letter assumed. The surprises are what kill deals or reprice them: a major customer on a handshake instead of a contract, revenue that depends on the owner personally, financials that don't survive a close look, key contracts that can't be assigned without consent, an employee or IP problem nobody documented. Each one hands the buyer a reason to retrade the price or walk. The defense is to find them first. When I build the sell side, the diligence file gets assembled and the obvious problems get fixed before the buyer asks, so the surprises that would have cost you are already handled. The deals that close on their original terms tend to be the ones that were ready before they started.
Where to start
If a transition is on your horizon, the earliest useful step is a clear read on what the company is worth. Start there, or start with a call. A 15-minute conversation costs you nothing, and we'll figure out whether this is the right fit.