LegalDeal Structure
Advisor Termination Clause
Also known as: Forced advisor termination, counsel termination clause, advisor cooling-off
A deal condition requiring the seller to terminate legal and financial advisors at closing, often with a cooling-off period preventing re-engagement. The people who know the deal leave when post-close disputes begin.
WHY IT MATTERS
PE buyers routinely require sellers to terminate their legal and financial advisors at closing as a condition of the deal. The stated rationale is clean separation. The practical effect is that the people who understand the deal leave exactly when post-close disputes begin. Cooling-off periods — typically 12 months — prevent re-engagement on matters arising from the transaction. In the Crossfield deal, Barrett Law Group was terminated at closing. Four months later, the first escrow claim arrived. James's new counsel spent three months and $180K reading the 127-page purchase agreement that Barrett had negotiated. By the time new counsel was up to speed, Ridgeline had filed two additional claims.