An exit is the most consequential moment in a founder’s journey. The deal terms negotiated at sale — earnout structure, escrow size, indemnity cap, founder vesting acceleration — determine how much of the headline number actually reaches founder pockets, and how much sits at risk for years afterward. Vircon Legal represents founders and selling shareholders on the full arc of sell-side M&A transactions: from inbound interest assessment through signing and post-close integration.
Our sell-side practice includes:
- Term sheet review and negotiation — see our term sheet glossary and Term Sheet Negotiation Checklist
- Buyer due diligence management: data room preparation, response coordination, disclosure schedule drafting
- Stock Purchase Agreement (SPA), Asset Purchase Agreement (APA), and Merger Agreement negotiation
- Representations & warranties (R&W) scoping and R&W insurance procurement
- Material Adverse Change (MAC) clauses, no-shop provisions, breakup fee design
- Earnout structures, escrow design, and post-close indemnification mechanics
- Founder secondary sales, vesting acceleration, and ESOP treatment at close
- Regulatory clearances: Competition Authority (Rekabet Kurulu), CFIUS where applicable, FDI screening in EU jurisdictions
For Turkish founders contemplating a cross-border exit to a US or European acquirer, we coordinate with US co-counsel and structure the transaction to align with prior flip-up or holding company arrangements. Our M&A practice handles the broader transaction architecture.
We are equally comfortable advising on sales of bootstrapped companies, VC-backed startups with complex preference stacks, and tech firms with international operations. The work is always in service of one objective: maximizing what founders take home, while minimizing what they remain exposed to after close.