Mergers And Acquisitions Attorney in Cary

Strategic Counsel For High-Stakes Business Deals

Buying, selling, or combining a business is one of the most significant decisions an owner will make. The documents are detailed, the timelines are tight, and the impact on your future can be substantial. Working with an experienced mergers attorney in Cary who understands your goals and the local market can make the process more manageable.

At Marzella Law Group, we focus on the legal needs of businesses throughout the Triangle, including many owners in and around Cary. Our lawyers bring over three decades of collective business law experience, and we work directly with you to align each step of a transaction with your broader plans for growth, transition, or exit. We approach mergers and acquisitions as both legal events and important business turning points.

Our firm is a boutique practice that concentrates on business and commercial real estate matters. This focus, combined with hands-on franchise and negotiation backgrounds, helps us guide small and mid-sized companies through complex transactions with clear communication and practical guidance. If you are considering a sale, purchase, or merger, we invite you to speak with us early in your planning.

If you are planning a sale, purchase, or merger, trusted guidance can make all the difference. Call (919) 283-5350 or contact us online to speak with a mergers and acquisitions attorney in Cary.

Why Business Owners Choose Our Firm

Business owners in the Cary area often tell us they want counsel who will handle complexity without creating distance. At Marzella Law Group, you work directly with a mergers lawyer in Cary, not through multiple layers of staff. We take time to understand your financial and personal goals for the transaction, then structure our advice around those objectives.

Because our practice is dedicated to business and commercial real estate work, we are familiar with the kinds of issues that appear again and again in small and mid-sized company deals. We have guided entrepreneurs through first-time sales, helped owners grow through acquisition, and worked with management teams planning longer-term consolidation strategies. Our goal is to be a long-term advisor who can support more than one transaction over the life of your business.

Cost and predictability are also major concerns, especially when you are balancing deal expenses with ongoing operations. We offer hourly, fixed fee, and project-based billing where the scope can be clearly defined. During our initial discussions, we talk through likely stages of your matter, identify where fixed or project pricing may fit, and work with you to set expectations around budget from the outset.

Effective negotiation can be the difference between a workable agreement and one that creates tension. Our team includes an attorney with formal mediation training and significant negotiation experience. In the context of a merger or acquisition, these skills help keep discussions focused, address points of friction before they become disputes, and support a closing that reflects the deal you intended to make.

How We Guide Your Transaction

Every transaction is different, but most mergers and acquisitions for small and mid-sized businesses follow a similar path. Understanding that path can help you decide when to involve counsel and how to prepare. We work to make the process clear and structured, while remaining flexible enough to respond to new information as it emerges.

Many clients first contact us when they are evaluating an opportunity or preparing to speak with a potential buyer or seller. At this early stage, we help clarify goals, discuss possible structures, and identify key issues that might affect price or terms. If a letter of intent is on the table, we can review and negotiate it so that it supports, rather than limits, later steps in the deal.

Once parties agree on headline terms, due diligence typically begins. This stage often involves reviewing corporate records, contracts, leases, intellectual property, employment arrangements, and other commitments. We coordinate closely with you, and when appropriate, with your accountant or tax advisor, to identify documents, explain what they mean in practical terms, and highlight items that may warrant renegotiation or additional protections in the definitive agreement.

After diligence, attention shifts to drafting and negotiating the main transaction documents, such as an asset purchase agreement or stock purchase agreement, along with ancillary documents like assignments, consents, and corporate resolutions. Our role is to translate your business expectations into clear language, identify where risk is allocated, and propose adjustments that better align risk with your comfort level and the economics of the transaction.

Closing is not always a single moment. It can involve lender approvals, landlord consents, franchisor approvals, or regulatory steps that are especially relevant for companies in markets like Cary and the surrounding communities. We help track closing conditions, coordinate document deliveries, and prepare you for immediate post-closing obligations, such as transition assistance, escrow arrangements, or post-closing purchase price adjustments.

The stages of a typical business transaction often include:

• Initial planning and evaluation of transaction goals
• Negotiation and review of term sheets or letters of intent
• Legal and business due diligence
• Drafting and negotiation of definitive agreements
• Coordinating closing conditions and signatures
• Addressing post-closing obligations and adjustments

Throughout this process, we strive to keep communication clear and timely. We explain legal concepts in plain language, point out alternative approaches when they exist, and help you weigh tradeoffs between risk, timing, and deal certainty so that decisions remain grounded in your business priorities.

Key Risks In Mergers And Acquisitions

Owners who have built or grown a business in this region typically know their operations well; many are navigating a merger or sale for the first time. One of the most valuable roles of counsel is to identify where risks commonly arise so that they can be managed before they become costly problems. Our work as a mergers and acquisitions attorney in Cary, whom business owners rely on, focuses heavily on anticipating and addressing these points.

Hidden liabilities are a recurring concern. These may include unresolved disputes, warranty claims, tax exposure, environmental issues, or long-term contracts that are difficult or expensive to exit. Through due diligence and careful drafting, we work to limit which liabilities transfer, define how known issues will be handled, and allocate financial responsibility in ways that are consistent with the value of the deal.

Structure also affects risk. In an asset purchase, a buyer typically selects specific assets and assumes certain liabilities, while a stock or membership interest purchase involves acquiring the entity itself along with its history. Each approach has different implications for contracts, licenses, employees, and tax treatment. We explain these tradeoffs in straightforward terms so that you can choose a structure that fits your risk tolerance and objectives.

Deal terms can create future friction if they are not carefully considered. Earn-out arrangements, working capital adjustments, non-compete agreements, and indemnity provisions all affect what the transaction is worth to you over time. Disputes often arise when expectations about these terms are not aligned. Our negotiation and mediation backgrounds help us draft and refine terms that reduce ambiguity and provide procedures for resolving disagreements if they occur.

Common risks that deserve close attention include:

• Unclear or broad assumptions of liability
• Contract and lease obligations that limit flexibility
• Unrealistic or vague earn-out and performance targets
• Restrictive covenants that constrain future ventures
• Tax and regulatory issues that were not fully explored

Our aim is not to remove all risk, which is rarely possible, but to help you understand where risk lies and how it can be addressed in documents, price, and structure. That clarity supports more confident decisions and can reduce the likelihood of post closing conflict.

Franchise & Real Estate Transactions

Many transactions in the Cary and Triangle markets involve franchises, whether they are restaurants, retail stores, or service brands. Franchised businesses operate within a framework defined by the franchisor, which affects everything from branding and operations to transfer rights. We regularly advise clients who are buying or selling units within established franchise systems.

Attorney Carmen Marzella has served on the Dunkin' Brands, Inc. Brand Advisory Council. That experience offers insight into how franchisors view systemwide consistency, franchisee performance, and proposed transfers. When clients pursue franchise-related deals, we help them review franchise agreements, disclosure documents, and transfer conditions so that they understand both the opportunities and the operational expectations attached to the brand.

Commercial real estate is often central to the value of a business, particularly in growing areas like Cary, where location and visibility can shape revenue. Transactions may involve owned property, long-term ground leases, shopping center leases, or office space. Each of these arrangements affects how a deal should be structured and what approvals are needed before closing.

Our work on commercial real estate negotiations includes reviewing and negotiating leases, addressing assignment and subletting provisions, and coordinating landlord consents. In multi-unit deals, timing for landlord approvals and the relationship between purchase closing and lease commencement can be especially important. We help map these moving parts so that the operational transition is as smooth as possible.

For owners or buyers considering a combination of franchise operations and real estate in one transaction, we connect the pieces. That means helping you understand how the franchise relationship, the lease, and the purchase agreement interact, and where additional protections or coordination may be appropriate.

Frequently Asked Questions

When should I involve an attorney in a potential sale?

It is usually helpful to speak with a mergers and acquisitions attorney before you sign a letter of intent or term sheet. Early advice can shape structure, identify key issues, and avoid terms that are difficult to change later. We often meet with owners while they are still evaluating options.

How do you structure legal fees for a merger or acquisition?

We offer hourly, fixed fee, and project-based arrangements, depending on the scope and predictability of the work. During our initial discussion, we outline likely stages of your transaction, explain which fee structures may apply, and work with you to select an approach that fits your budget.

Can you work with my accountant and other advisors?

Yes. Many transactions benefit from coordinated legal, financial, and tax input. We typically collaborate with your existing advisors by sharing information, aligning timelines, and clarifying who will address which issues, so that you receive integrated guidance while maintaining control over your professional relationships.

What is a realistic timeline for a small business acquisition?

Timelines vary with complexity; many small business acquisitions take several months from initial discussions through closing. Factors include diligence demands, lender involvement, third-party consents, and negotiation of documents. Early planning and clear communication among the parties can help keep the process on track.

I have never sold a business before. Can you walk me through it?

We regularly work with first-time sellers and buyers. Our merger attorneys explain each stage in plain language, outline what to expect, and provide practical guidance on documents and decisions. Our aim is to help you feel informed at every step while focusing on your goals for the transaction.

Working With Our Firm

When you contact Marzella Law Group about a potential transaction, our first step is to listen. We ask about your business, your reasons for considering a sale or acquisition, your timing, and any documents that may already be in circulation, such as a letter of intent. This initial conversation helps us determine how we may be able to assist and what the next steps could be.

If we move forward together, we work with you to define the scope of our engagement. That may include advising on structure, reviewing or drafting key documents, coordinating with your accountant regarding financial or tax questions, and supporting negotiations. We discuss likely stages, identify where fixed or project-based fees make sense, and explain our hourly approach where matters are more open-ended.

Throughout the engagement, you have direct access to a mergers lawyer who is familiar with your file. We strive to respond promptly to questions, provide regular updates, and present options in clear language so that you can make timely decisions. For many of our clients in Cary and throughout the Triangle, our role extends beyond a single deal, and we continue to advise on future transactions and related business issues.

If you are considering a merger, acquisition, or business sale, it can be helpful to have counsel involved before documents are signed. We welcome conversations at the exploratory stage and can help you prepare for discussions with buyers, sellers, lenders, and other stakeholders.

To discuss a potential transaction with our mergers and acquisitions lawyer in Cary, call (919) 283-5350 or fill out our online contact form.