M&A lawyers for searchers.
We advise searchers and search funds throughout the acquisition process — from acquisition structure and LOI through Legal and Tax Due Diligence, SPA, financing, Signing and Closing. And because the work does not stop when the deal closes, we can continue with Corporate, Tax and Accounting afterwards.
A searcher deal is not just another small-cap acquisition.
Whether backed by a traditional search fund or self-funded, entrepreneurship through acquisition (ETA) changes the usual buyer dynamics: the buyer is often about to become the CEO. The legal structure needs to work at Signing and Closing — but also on Monday morning when the searcher takes over the business. That is why we advise with both in mind: the transaction and the company after Closing.
Legal support throughout the acquisition.
Acquisition Structure
We advise on the acquisition vehicle, shareholder structure and the legal implementation of the chosen financing model.
NDA, IOI & LOI
Early-stage documents set the parameters for everything that follows. We review and negotiate the key commercial and legal points before they become difficult to change later.
LOI signed? Read what searchers should not underestimate next →
Legal Due Diligence
Focused diligence on the issues that actually matter for valuation, the SPA and the future operation of the business. The objective is not to produce the longest report. It is to identify the risks that require a decision.
Tax Due Diligence
Tax risks and structuring issues are assessed alongside the legal workstream rather than after it.
SPA & Purchase Price Mechanics
We draft and negotiate the purchase agreement and align warranties, indemnities, covenants, purchase price mechanics and Closing conditions with the specific transaction.
Acquisition Financing
We coordinate the legal interfaces between the SPA, acquisition vehicle, equity structure and acquisition financing.
Signing & Closing
We manage the legal process through execution and completion of the transaction.
After Closing
Our support can continue with: Corporate · General Counsel · Tax · Accounting & Reporting · Management Incentives · Add-on Acquisitions
What makes searcher deals different?
Focused deal budgets
Searcher acquisitions need disciplined scope. Not every theoretical issue deserves the same amount of time or money. Good legal advice means knowing where to go deep — and where not to.
Founder or owner-led sellers
The seller is often closely identified with the business. That affects negotiations, transition arrangements, warranties and the post-Closing relationship.
Seller financing
Seller loans are common in searcher transactions and need to work with the purchase price mechanics, security package and wider acquisition structure.
Acquisition financing
Bank debt and investor equity have direct consequences for how the legal structure is implemented.
Investor governance
Where several investors back the acquisition, governance needs to balance investor protection with the searcher's ability to actually run the company.
Working Capital & Purchase Price
For many SME acquisitions, Net Debt, Working Capital and purchase price mechanics have to remain both technically sound and operationally manageable.
Post-Closing reality
The searcher becomes an operator. That is why Corporate, Tax and Accounting should be considered before Closing — not after problems emerge.
Predictable deal costs.
Searcher acquisitions need disciplined budgets — including legal fees.
Where the scope can be clearly defined, we agree our fees upfront. That can cover individual workstreams such as Legal Due Diligence or the SPA, or the legal work for the transaction as a whole.
You know the scope and the fee before the work starts.
From target to owner.
1. Target & Structure
Acquisition vehicle, equity structure and early deal documents.
2. LOI
The commercial deal and the legal framework for the next phase.
3. Due Diligence
Focused Legal and Tax review.
4. SPA
Purchase price, risk allocation, warranties, indemnities and Closing mechanics.
5. Financing
Alignment between transaction structure, investors and acquisition debt.
6. Signing & Closing
Execution and completion.
7. After Closing
Corporate, Tax, Accounting and ongoing legal support.
Accounting after Closing.
Before the acquisition, the numbers help you decide whether to buy the company. After Closing, they need to help you run it. We support searchers in establishing a reliable finance setup after the acquisition — from HoldCo and AcquisitionCo through to the operating company.
Accounting for Searchers
Accounting and reporting built for the reality of owning and running the acquired business.
Legal, Tax & Accounting in one team.
Searcher transactions rarely fit neatly into one professional discipline. A seller loan is not just an SPA clause. An acquisition vehicle is not just an incorporation. Purchase price mechanics are not just a spreadsheet. The legal, tax and accounting implications need to work together. That is how CLIQ is set up.
Frequently asked questions.
What is a searcher-led acquisition?
A searcher-led acquisition typically involves an individual or small team identifying an established business, acquiring it and then taking an active operating role in the company.
When should a searcher involve an M&A lawyer?
Ideally before signing the LOI. The acquisition structure and key legal terms are easier to shape before they become embedded in the transaction. In many cases, legal input is useful even earlier when setting up the acquisition vehicle or investor structure.
Does a search fund need specialist legal counsel?
There is no separate legal profession for search funds. What matters is experience across M&A, acquisition structures, financing, shareholder arrangements and the specific dynamics of searcher-led SME acquisitions.
Does CLIQ advise both traditional search funds and self-funded searchers?
Yes. The financing and investor structure may differ, but the core M&A issues are often similar.
Can CLIQ advise after Closing as well?
Yes. CLIQ also provides Corporate, Tax, General Counsel and Accounting & Reporting support after the acquisition.
Can CLIQ advise on the acquisition vehicle?
Yes. We advise on the corporate structure of the acquisition vehicle and coordinate it with the intended transaction and financing structure.
Selected Searcher Work.
DealM&ASearchers
CLIQ advises Werkstack on acquisition of software business
CLIQ advised Werkstack GmbH on the acquisition of a software business in an asset deal, including transaction structuring, seller financing, variable consideration, IP and software assets and the operational transition following Closing.
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