Corporate & Transactional

Sophisticated M&A advice should not require a traditional large-firm staffing model. Showalter PLLC represents buyers, sellers, founders, and investors in acquisitions, divestitures, and other strategic transactions, combining a partner doing the work with technology-enabled workflows designed to reduce unnecessary legal cost.

The practice serves founders, privately held companies, strategic acquirors, and private equity portfolio companies, and is built to handle approximately $1 million–$50 million transactions well—while drawing on experience that runs from small asset purchases handled end-to-end through middle-market deals and multibillion-dollar public-company mergers.

On M&A transactions, Showalter PLLC guarantees a price at one half of any standard-rate quote from an AmLaw 100 firm.

• Letters of intent and term sheets
• Transaction structuring
• Legal due diligence
• Stock and asset purchase agreements
• Merger agreements and disclosure schedules
• Ancillary agreements, rollover, and investment documentation
• Signing, closing, and post-closing matters

The practice covers platform and add-on acquisitions, strategic and minority investments, equity and convertible investments, joint ventures, portfolio-company transactions, investment due diligence, investment and governance documents, and exits.

Chandler Harris's prior-firm experience includes representing the seller in a $20 million sale of a healthcare practice to private equity and representing a foreign partner in an $80 million cross-border joint venture.

• Platform and add-on acquisitions
• Strategic, minority, equity, and convertible investments
• Joint ventures and special-purpose investment vehicles
• Investment due diligence
• Investment and governance documents
• Portfolio-company transactions and exits

Efficient contract review is one of the clearest opportunities to use modern technology to reduce legal cost while preserving experienced attorney judgment. Technology helps organize, compare, and first-pass review; the lawyer remains responsible for negotiation judgment and the final mark-up.

The practice handles one-off agreements and stands up repeatable review processes for companies with recurring contract flow, which pairs naturally with the firm's fractional general counsel service.

• SaaS and technology agreements
• Master services agreements and statements of work
• Nondisclosure agreements
• Supply, vendor, and customer agreements
• Outsourcing and licensing agreements

Showalter PLLC advises public and private companies on securities offerings and ongoing reporting obligations. Chandler Harris began his career in the capital-markets group at Sullivan & Cromwell and has worked on public and private offerings of debt, preferred equity, and common equity, SPAC initial public offerings, convertible securities offerings, and Rule 144A and Regulation S transactions, ranging from growth-company financings to multibillion-dollar offerings.

For public companies, the practice supports the reporting cycle—Forms 10-K, 10-Q, and 8-K, proxy statements, and disclosure controls—as well as the securities issues that arise in transactions.

Showalter PLLC provides legal advice only. The firm does not provide investment advice and does not act as a broker-dealer.

• Securities Act and Exchange Act advice
• Forms 10-K, 10-Q, and 8-K
• Proxy statements and annual-meeting matters
• Private placements and Rule 144A / Regulation S offerings
• Debt, preferred equity, common equity, and convertible offerings
• SPAC-related matters and disclosure controls
• Transaction-related securities advice

Good governance is mostly good housekeeping done consistently: organizational documents that match how the company actually operates, approvals taken when they are required, and a board record that will hold up when a transaction, financing, or dispute puts it under scrutiny.

The practice covers entity formation and organizational documents, board and committee charters and policies, resolutions and minutes, fiduciary-duty advice, governance transitions, shareholder and member approvals, conflicts and related-party processes, capitalization and equity matters, and governance support for financings and transactions.

• Entity formation and organizational documents
• Board and committee charters and policies
• Resolutions, minutes, and fiduciary-duty advice
• Governance transitions and shareholder or member approvals
• Conflicts and related-party processes
• Capitalization and equity matters

Companies get a consistent partner who already understands the business, the contracts, and the risk tolerance. The work can be scoped monthly, quarterly, or around a defined set of recurring needs, and it is priced as a recurring engagement rather than by the hour.

The firm does not promise universal coverage. Where a matter requires expertise outside the firm's scope, specialist counsel may be engaged and coordinated.

• Contract review and negotiation
• Governance and routine corporate matters
• Employment and vendor issue coordination
• Legal-risk triage and transaction support
• Outside-counsel management
• Recurring leadership and board meetings