Looking for Legal Counsel to Review SPA for SaaS Acquisition

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March 10, 2026

by a searcher from The University of Texas at Austin - Red McCombs School of Business in Dallas, TX, USA

Hi everyone - I’m currently working on the acquisition of a small SaaS company (< $1 M ARR) structured as a 100% stock purchase of a Delaware C-Corp, and I’m looking for a practical legal counsel to review and help finalize the Stock Purchase Agreement (SPA). The high-level business terms are already agreed between the parties, and I will likely have a draft SPA prepared, so the primary need is review, tightening of key provisions (earnout, reps & warranties, indemnification, etc.), and helping ensure the transaction is structured correctly. A few specifics: • SaaS business with customer concentration • Some SAFE investors involved • Earnout component tied to specific customers Ideally looking for someone who: • has experience with startup / SaaS acquisitions • is comfortable with Delaware stock purchase transactions • is independent / practical and not operating at big-law billing levels If anyone has recommendations, please feel free to comment or DM. Open to former BigLaw lawyers now independent or boutique firms that work frequently with searchers. Appreciate the help! Hemanth
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Reply by a searcher
from Harvard University in Short Hills, Millburn, NJ, USA
I have used Ed Stevenson at Chiesa, Shahinian and Giantomasi (www.csglaw.com) many times. It is a mid-size firm and he has 30 years of experience in corporate M&A law.
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Reply by a searcher
from Carnegie Mellon University in San Jose, CA, USA
Check with @redacted‌ of clear focus law
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