M&A Counsel for Architecture and Engineering Professionals
Design is an interactive process with pre-defined phases to take each project from feasibility studies and master planning to final completion, and mergers and acquisitions are no different. From drafting and negotiating letters of intent to post-closing integration, Lee/Shoemaker PLLC provides guidance and support to buy and sell-side clients through each phase of an external sale. We recognize that design firms consider selling or acquiring for a variety of very different reasons and we tailor our advice based on each client’s growth objectives, risk aversions, financial situation, and personal goals.
Our M&A Process
There are multiple variables affecting the sale/purchase of a design firm:
- How should the fair market value of the design firm be calculated?
- How is the deal structured and what impact does the proposed structure have on current contracts and personnel?
- How soon do the sellers want to retire and does the seller or buyer have suitable replacements lined up?
- How long will the buy-out last and is payment of the purchase price contingent on post-closing performance metrics?
- What licensure challenges are present based on the structure of the transaction?
While every deal is unique, we approach each one in a similar manner:
- We listen to and understand our client’s goals
- We advocate without becoming a roadblock
- We provide creative solutions and options during negotiations
- We provide as much assistance as requested of us during due diligence and pre-closing integration planning
- We collaborate directly with each client’s broker and tax/accounting advisors.
The structure and terms of every transaction are different because every buy and sell-side firm’s goals are different. We strive to maximize the value to our client in every transaction on which we work, with an eye on making the deal work long term.
Guiding Design Firms Through Strategic M&A Transactions
Representation of Buyers
- Advised regional geotechnical engineering firm on all facets of asset purchase of out-of-state target firm throughout due diligence, drafting, and negotiating all transactional documents
- Advised emerging structural engineering firm on all facets of purchase of target firm throughout due diligence, drafting, and negotiating all transactional documents
- Advised international architecture and engineering firm in ENR Top 50 related to due diligence, drafting, and negotiating all transactional documents
- Advised international design firm on first acquisition in United States of a geotechnical engineering firm related to transactional documents and post-closing matters
Representation of Sellers
- Advised consulting firm specializing in environmental issues and property condition assessments regarding acquisition by engineering and architectural consulting firm throughout due diligence, drafting, and negotiating all transactional documents
- Advised environmental engineering firm regarding acquisition by engineering and architectural consulting firm throughout due diligence, drafting, and negotiating all transactional documents
- Advised MEP engineering firm regarding acquisition by ENR Top 100 engineering firm throughout due diligence, drafting, and negotiating all transactional documents
- Advised structural engineering firm regarding acquisition by multi-disciplinary engineering firm throughout due diligence, drafting, and negotiating all transactional documents
- Advised architectural firm acquired by private-equity backed firm to establish national healthcare design firm
- Advised consulting firm specializing in environmental issues regarding acquisition by ENR Top 100 geotechnical engineering, environmental consulting, and testing firm throughout due diligence, drafting, and negotiating all transactional documents
















