Contracts and M&A | Anders Almgren, Attorney at Law

A single contract rarely needs a law firm's full engagement, but it does need someone who has negotiated agreements from the business side to read the whole thing and tell you where the risk actually sits. I spent eight years as in-house counsel to a global manufacturer, drafting and negotiating everything from routine vendor terms to high-value international licensing and manufacturing agreements, and eight years as the owner-operator of a small oil and gas company, negotiating its purchase and sale agreements, leases, and contractor agreements. I bring that same read to a single document at a fixed price.

What I do

Review and redlining

The other side's contract read in full and marked up with the changes worth asking for, so you know what you are agreeing to and where the risk has been shifted onto you before you sign.

Drafting

Agreements written from scratch or from terms already agreed, in a clean draft that says what the parties actually meant and holds up when someone later reads it looking for a way out.

Negotiation

Working through the open points with the other side, or preparing you to do it yourself, with a clear view of which terms are worth holding and which are worth trading.

Commercial agreements

Nondisclosure, consulting, services, and contractor agreements, and master services, vendor and software, supply, distribution, and partnership agreements, including what a vendor may do with your data and with any AI features built into the service.

M&A and transaction strategy

For acquisitions, sales, and mergers: how the deal should be structured, whether as an asset or an equity purchase, which contracts and liabilities come with it, and where the risk sits before you commit to anything.

Transaction documents

Letters of intent, term sheets, purchase agreements, and the assignments, consents, and schedules that go with them, prepared or reviewed so the documents match the deal and the exclusivity, deposit, and walk-away terms commit you only to what you meant.

What you get

A marked-up agreement and a short, plain-language memo on what matters and what to push back on, so you can decide quickly. Every matter is quoted as a fixed fee before any work begins, with a delivery date agreed up front, and there is no hourly billing.

Situations I step into

A customer or vendor sent their standard contract and wants it signed this week. Their standard terms were written for them, and a fast review finds the few provisions worth pushing back on before the deadline makes the decision for you.

The other side sent back a redline and wants an answer. Some of their changes are routine and some move real risk onto you, and a quick read sorts which to accept, which to push back on, and what to offer in return.

A letter of intent is on the table. Whether you are buying, selling, or merging, a letter of intent can bind you to more than it appears to, and the structure it sets tends to survive into the final deal, so the time to get it right is before you sign it.

A deal depends on contracts that may not transfer. Some of the contracts that make a business valuable cannot be assigned without the other party's consent, and finding that out after closing is the expensive way.

Your software vendor updated its terms. Renewals and updated terms can change what the vendor is allowed to do with your data, and a short review tells you whether the change matters and what to ask for.

Where I can help

I am licensed in California, and I work with businesses in California and in other states on their agreements, deal strategy, and due diligence. When a question turns on another state's own law, such as forming an entity there or what that state requires of its governing documents, I will say so at the start and help you find a lawyer licensed in that state for that part. This is transactional work: if a contract has already become a lawsuit, you need a litigator, and I am glad to point you toward one.

When it becomes more than one contract

If the contracts keep coming, a steady arrangement usually costs less and works better than reviewing them one at a time, because I learn the business once and apply it to everything that follows. That is what fractional general counsel is for.

Common questions

How is the fee set?

Once I know what the document or transaction is and when you need it, I quote a fixed fee in writing before any work begins. The fee covers the scope quoted however long the work takes me, and anything outside that scope is quoted separately before I start it.

What should I send first?

A short description of the agreement or deal, the name of the other party, and your deadline. Please hold the document itself until I confirm I can take the matter, because I first check that I have no conflict with the other side.

Can you negotiate with the other side for me?

Yes. I can work through the open points directly with the other side or their lawyer, or prepare you to handle the conversation yourself, whichever suits the deal and the relationship.

How quickly can you turn it around?

The delivery date is agreed with the fixed fee before the work starts, so you know when you will have the answer before you commit to anything.

Have a document and a deadline?

Send a short description of the agreement and when you need an answer, and I will reply with a fixed fee.

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