PRENCIPEInternational

Sell-Side M&A · Counsel for Owners
★★★★★  5.0 · 24 Google reviews

Call an M&A attorney now

What you built · your name on it since day one
Sell-side M&A · Nationwide

You’ll only sell it once. Hire the heavyweight.

Your broker finds the buyer. We decide what you actually keep — the terms, the tax, and the money that still has to arrive after closing. The same bench the Fortune 500 pays $2,500 an hour for. Yours at $200.

No charge  ·  no commitment
#1
Trained at the number-one law firm in the worldLeader of the Magic Circle
$100B+
In deals workedAcross the career that now sits on your side of the table
$200/hr
Effective rateA tenth of the $2,500 bench — systems, not juniors
5.0★★★★★
24 Google reviewsNot one below five stars
Confidentiality Agreements/Letters of Intent/Exclusivity/Due Diligence/Asset & Stock Sales/Purchase Agreements/Reps & Warranties/Disclosure Schedules/Indemnification/Escrows & Holdbacks/Earnouts/Seller Notes/Working Capital Adjustments/Non-Competes/Tax Structuring/Closing Deliveries/Confidentiality Agreements/Letters of Intent/Exclusivity/Due Diligence/Asset & Stock Sales/Purchase Agreements/Reps & Warranties/Disclosure Schedules/Indemnification/Escrows & Holdbacks/Earnouts/Seller Notes/Working Capital Adjustments/Non-Competes/Tax Structuring/Closing Deliveries/

01 The other side

The buyer’s side does deals every month. You will sell once.

Their playbook is written before you ever see a letter of intent. That ends the day you hire us.

01

Their first draft is not a first draft.

The letter of intent lands with its own expiration date, so it cannot be shopped. It calls itself non-binding — yet the exclusivity and the cost-shifting inside it bind you the day you sign. And every term you concede in it will be cited back later as the deal you already agreed to.

01
02

Repetition is their edge. Take it away.

The buyer’s counsel runs this sequence every month. They know which protections sellers surrender early, where the escrow usually lands, and which diligence requests set up a price cut before closing. A senior M&A lawyer who knows the same playbook takes that edge off the table.

02
03

For the buyer, one deal of many. For you, the only one.

A bad deal is a line item to the buyer. To you it is everything. The promises you sign survive closing for years — get them right, and the price stays yours.

03
Prencipe International · Counsel to sellers nationwide

02 The math

Same deal. Same table. A tenth of the bill.

Big firms bill $2,500 an hour and up, because at those firms the hour is the product. We rebuilt the back end around AI — so our clients land near $200.

The legacy firm
$2,500+ / hour
And a team you never asked for
  • Three associates read the same purchase agreement, and you are billed for all three
  • A partner bills to review what the associates just did
  • Hours charged for document work that software does in seconds
  • A retainer sized to the firm’s overhead, not to your deal
Prencipe International
$200/ hour effective
And a senior lawyer on your deal
  • AI reads the letter of intent, the agreement and the schedules — in minutes, at cost
  • Attorney hours go to negotiation, structure and drafting. Nothing else
  • You pay for judgment, never for somebody getting up to speed
  • You get your fee quote on the first call, before you commit to anything
The buyer is paying $2,500 an hour for the same work. Let them.

Call an M&A attorney now

“
You were fast, responsive, reliable and professional. I was gun shy after losing two other deals when the attorneys couldn’t come to an agreement.
★★★★★   David Mulvaney  ·  Google review

03 Do not do this

Four ways sellers lose money on a sale they already won.

Most of the damage is self-inflicted, at the letter of intent, before anybody hires a lawyer.

Signing day · the closing tableWhere the mistakes get locked in
01

They sign the buyer’s LOI as written.

Your leverage peaks the day before you sign it. Exclusivity, structure, holdbacks — whatever the letter gives away, the purchase agreement never wins back.

→
02

They sell with no cap.

An uncapped indemnity puts the whole price back on the table for years after the wire. The cap and the basket decide what is finally yours.

→
03

They let the buyer set the working capital peg.

The working capital target adjusts the price at closing, dollar for dollar. Accept the buyer’s number on faith and a piece of the sale walks back across the table.

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04

They count the earnout as cash.

The payment turns on numbers the buyer controls after closing. Without operating rules in writing, too many earnouts end in a dispute instead of a check.

→

You have already made none of these mistakes. Keep it that way.

Call an M&A attorney now

Every clause in that agreement was written by someone’s lawyer. The only question is whose.

The buyer’s counsel writes the first draft, and every default in it runs the buyer’s way — the caps, the baskets, the definitions of what counts. What survives the redline is what you keep.

The Closing Table · Prencipe International

04 What happens after the handshake

Handshake to wire. We keep your deal moving.

Step 1
The letter of intent

We read the buyer’s letter before you sign it and mark what it locks in. Your best terms are won here, not at the end.

Step 2
Diligence, prepared

The buyer’s team asks for everything. We have your answers ready before they ask, so questions never harden into doubts.

Step 3
The purchase agreement

The buyer’s lawyer writes the first draft. We negotiate the terms that decide what you keep — and leave the rest alone.

Step 4
Signed, funded, closed

Consents gathered, conditions cleared, closing papers signed. The deal is done when the wire lands — and we stay until it does.

Joe Prencipe, Managing Partner

Joe Prencipe
Managing Partner · Prencipe International
05 Who represents you

The lawyer the buyer hoped you wouldn’t hire.

Joe Prencipe trained at the leader of the Magic Circle of global law firms and the fourth largest law firm in the world, and clerked at the U.S. Securities and Exchange Commission. That is the bench the buyer brings to the table. The lawyer who reads the letter of intent is the one who negotiates the agreement — and the one who signs the closing. Not an associate, at any point.

#1
Leader of the Magic Circle of global law firms
#4
The fourth largest law firm on earth by revenue
S.E.C.
The federal securities regulator
Freshfields Bruckhaus Deringer
Baker McKenzie
Morgan Lewis & Bockius
White & Case
U.S. Securities and Exchange Commission
The bench behind your sale

Our deals, in the headlines
ForbesThe Wall Street JournalThe New York TimesCNBCCNNNBC

06 Heard on

When a business show needs a lawyer who can actually explain the deal, they call him.

Full episodes, nothing gated, no signup. All three recorded this year.

▶
Wealth Juice
“Stop Using ChatGPT for Legal Advice” — the former Wall Street lawyer here to save you thousands.
50 min · Jun 2026 · Listen →

▶
Wealth Formula
Episode 564 — buying and selling a business or a practice, and how the deal actually gets structured.
26 min · Jun 2026 · Listen →

▶
The Wealth Vibe Show
Episode 252 — how the wealthy protect what they build, and the partnership mistakes that turn into lawsuits.
39 min · Sep 2026 · Listen →

07 The Seller’s Library

Everything the buyer’s lawyer already knows.

A running file for owners — how the sale actually runs, the terms that move the money, and the decisions that cost the most before anything is signed.

Net proceeds

The wire you receive at closing is not the purchase price

Selling the business does not release your guarantees.

Guarantees you still owe · 9 min read

Your 1099 contractors are a price problem in diligence

Worker classification · 9 min read

Rep and warranty insurance exclusions come back to you.

Insurance vs escrow · 8 min read

A defective claim notice can still cost you the escrow.

Claim notices · 9 min read

Part of your earn-out will be taxed as interest

Earn-out taxation · 10 min read

Your post-closing role has limits you did not negotiate.

Staying on after closing · 9 min read

One owner will speak for all of you after closing.

The seller representative · 9 min read

The 401(k) must be terminated before closing, not on it.

Retirement plans · 9 min read

Your installment sale defers less tax than you think

Installment sales · 9 min read

08 What clients say

Twenty-four reviews. Not one below five stars.

5.0
★★★★★
24 reviews
on Google
Google
“
Very responsive in assisting me navigate decisions and providing counsel after a deal negotiation fell through. Led to a dismissal.
Genesis Athletics3 months ago
“
Consummate professionals. Extremely knowledgable and absolutely indispensable. He took the time to make sure this construction guy understood all the legalese.
AJ Harris2 months ago
“
His experience was evident from the first minute of the conversation. He took the time to get to know our situation and ask very relevant questions.
Maxwell Wyatt6 months ago

09 Free to read, cover to cover

Every chapter, written for owners. Not lawyers.

The whole sale, start to finish: what to fix before the listing goes up, what the letter of intent actually commits you to, and how the terms decide what lands in your account after tax. Read it before you sign anything.

  • Deal-ready — the work before the listing01
  • Asset sale or stock sale — the tax fork02
  • The letter of intent — before you sign it03
  • The working capital peg — and your price04
  • Earnouts and seller notes — getting paid in full05

Open the Seller’s Library

Prencipe International
The Seller’s Library
An owner’s field guide
You’re selling the company you built.
Selling Your BusinessAn owner’s field guide

10 What we paper

If it’s in the deal, we paper it.

Manufacturing/Distribution/Construction trades/Logistics & trucking/HVAC & mechanical/Medical & dental practices/Restaurants & hospitality/E-commerce/Professional practices/Auto services/Agencies & studios/Franchises/Field services/Wholesale/Specialty retail/Equipment rental/Manufacturing/Distribution/Construction trades/Logistics & trucking/HVAC & mechanical/Medical & dental practices/Restaurants & hospitality/E-commerce/Professional practices/Auto services/Agencies & studios/Franchises/Field services/Wholesale/Specialty retail/Equipment rental/

Leave nothing on the table.

You’ll only sell it once. The agreement you sign decides what you actually keep from the sale. Spend one call making sure it is done right.

No charge  ·  No obligation  ·  About $200 an hour, not $2,500

Selling your business?
Straight answer today.

Call an M&A attorney now

PRENCIPEInternational

Call an M&A attorney now

©2026 Prencipe International
Sell-Side M&A · Nationwide