Deal StructureLegal
Seller Representative
Also known as: Shareholder Representative, Securityholder Representative, independent enforcement agent, seller's trustee, post-close enforcer
An independent third party with legal standing to enforce the seller's post-close rights — contesting non-payment, escrow claims, and earnout disputes — without the conflicts of being employed by the buyer.
WHY IT MATTERS
An independent third party — typically an attorney or trustee — appointed with legal standing to enforce the seller's post-close rights without the conflicts that come with being employed by the buyer. In the Crossfield deal, no seller representative existed. James held the only enforcement standing but worked for Ridgeline; Dan had no standing at all. A properly structured seller representative holds independent authority to contest non-payment on seller notes, challenge escrow claims, dispute earnout calculations, and pursue indemnity remedies — all without the dual-hat conflict that makes enforcement structurally impossible for an employed founder.