Sell Your Business.
Protect Your Legacy.
Your broker closes the deal. Wye protect everything that comes next — indemnification, earnouts, working capital, and your long-term financial security. Over $1B in closed ecommerce transactions.
Prior results do not guarantee a similar outcome.
Purchase agreements are written to protect the buyer — not you.
Without a lawyer who represents your interests, you could unknowingly sign away your financial future. Your broker’s job ends at closing. Our role begins with protecting you before, during, and after the sale.
Owe money back to the buyer months after closing
Lose hundreds of thousands in working capital adjustments
Miss your earnout due to manipulated performance metrics
Be stuck with legal claims long after the deal is done
Be personally liable despite your LLC structure
Brokers get paid at closing — whether or not you ever see your full payout.
When post-closing disputes arise — earnouts, indemnification claims, escrow holds — your broker is no longer in the picture. An experienced ecommerce M&A attorney can best help negotiate and defend your financial interests where it matters most: in the contract.
What happens when you don’t have legal counsel:
- — Broker collects commission. Deal closes. You’re on your own.
- — Indemnification claims arrive months later with no one in your corner.
- — Working capital adjustments reduce your payout silently.
- — Earnout milestones are missed — by design.
Over $1B in closed transactions.
Focused on ecommerce M&A.
Full contract review and negotiation
Indemnification cap and survival-period negotiation
Structuring and enforcing fair earnouts
Working capital analysis
Transfer of digital assets and IP (Amazon / Shopify)
Post-closing defense if disputes arise
From LOI to Closing and Beyond
Free Consultation
We evaluate your goals, deal stage, and potential risks — at no cost.
LOI Review
We review or draft your Letter of Intent to prevent early mistakes that lock you into bad terms.
Due Diligence
We help you navigate buyer requests while protecting sensitive data and maintaining leverage.
Contract Negotiation
We negotiate every key clause — indemnification, warranties, earnouts, and working capital.
Closing & Post-Closing
We finalize documents, manage escrow, and remain available for any post-closing disputes.
Real Scenarios — Real Protection
Without Legal Counsel
A seller unknowingly agreed to unlimited indemnification and was forced to pay back $2 million two years after closing. Their broker had already been paid and was nowhere to be found.
With Rafelson Law
Another client avoided a $400,000 post-closing deduction by having us clarify working capital terms before signing. Proper legal review made all the difference.
Protect Your Exit Today
You’ve spent years building your business. Don’t risk it all in one document. Schedule your free consultation and learn how our team can protect your sale, your payout, and your peace of mind.