On March 25, 2025, MG+M The Law Firm hosted a roundtable, “The Design Professional’s Guide to Buying and Selling a Practice: Avoiding Common Mistakes.” Led by Partners Benjamin LaFrombois and Carlos K. Poza, the session offered key insights into navigating mergers and acquisitions (M&A) in the design industry. 

The webinar covered key strategies for navigating M&A transactions, focusing on avoiding common pitfalls, understanding the roles of key parties and ensuring effective communication for a seamless process. Attendees took away essential insights on critical M&A factors including: 

Early Preparation is Key—Especially for Sellers 

• Sellers who prepare early by gathering financials, assessing valuation and setting clear goals have stronger negotiation power and smoother transactions. 

• Waiting too long can lead to pricing discrepancies, delays or deal failure. 

Due Diligence and Risk Management: Identifying Red Flags Early 

• Buyers scrutinize financials, legal risks and corporate records, so sellers should conduct their own due diligence to avoid surprises. 

• A quality of earnings (QoE) analysis helps sellers understand how buyers will view their business. 

• Addressing issues early prevents last-minute renegotiations or deal collapse. 

M&A Structure and Timeline: Choosing the Right Path 

• Two common transaction paths: 

  • Path 1 (Structured Approach): LOI—Purchase Agreement—Due Diligence —Closing (more certainty but takes longer). 

  • Path 2 (Faster, Riskier Approach): LOI—Due Diligence—Closing (quicker, but higher uncertainty). 

• The right approach impacts deal security, legal risk and costs. 

Working Capital Considerations: Avoiding Post-Close Cash Flow Issues 

• Working capital (WC) keeps business operations running post-transaction. 

• Buyers expect WC (Accounts Receivable & Accounts Payable) to be included to prevent cash flow disruptions. 

• Poor WC planning can lead to disputes or financial strain after closing. 

Post-Closing Integration: The Often-Overlooked Phase 

• Closing is just the beginning—proper integration determines long-term success. 

• Key post-closing tasks: 

• Assigning or transferring client contracts 

• Managing employee retention and cultural alignment 

• Ensuring legal and financial compliance 

• Without a solid integration plan, even well-structured deals can fail. 

MG+M’s Design Professionals team understands the unique legal and business challenges facing design professionals and provides strategic counsel to support their long-term success. Successfully navigating M&A transactions requires careful planning, clear communication and proactive risk management. From early preparation and due diligence to structuring the deal, managing working capital, and ensuring a smooth transition, each step helps mitigate risks, maximize value, and create lasting stability. 

Stay tuned for upcoming roundtables and resources as we continue to bring you meaningful insights throughout 2025.