ERISA & Benefits Diligence Counsel for Vertical SaaS Acquisitions
Independent sponsor counsel for vertical SaaS, focused on ERISA & Benefits Diligence and the deal mechanics that protect sponsor economics and LP alignment.
The economics on a vertical SaaS platform deal usually hinge on a handful of structural decisions. ERISA & Benefits Diligence is one of them.
The typical vertical SaaS platform sits at $10M to $200M EV with EBITDA in the $2M to $30M (or run-rate ARR) range. The thesis runs on platform plus adjacent module acquisitions inside a single end-market. The ARR number on the CIM is rarely the ARR number on the closing balance sheet. Reconcile early.
How ERISA & Benefits Diligence actually gets structured.
Pull the 5500s and audit reports for the last three years.
Identify any controlled-group exposure that follows the seller post-close.
Address multi-employer pension withdrawal liability where applicable.
Plan the benefits transition to the buyer's plans, with a TSA period if needed.
In vertical SaaS, layer in ARR bridge built before LOI signing as part of the ERISA & Benefits Diligence workstream.
Skipping the multi-employer pension review. It can show up as a 7-figure surprise three months post-close.
"ERISA is the silent deal-killer. Treat it like senior debt diligence."Jason Powell · ERISA & Benefits Diligence
The deal is one thing. The capital that opens up after close is another.
Capital after close is where the IRR actually gets made. The right introductions at month nine through month thirty are where this practice works as hard as it does at the LOI.
Related deal pages.
Independent Sponsor Economics for Vertical SaaS
The package of deal-by-deal carry, management fees, and transaction fees that compensates the independent spo…
Management Fee Structuring for Vertical SaaS
The annual fee paid by the deal entity to the independent sponsor for ongoing oversight, board service, and p…
Transaction Fee Structuring for Vertical SaaS
The fee paid at closing to the independent sponsor for sourcing, structuring, and closing the platform deal a…
Equity Rollover for Vertical SaaS
The portion of seller proceeds reinvested into the post-close entity, aligning seller with buyer.
ERISA & Benefits Diligence for Healthcare Services
roll-up of physician practices and ancillary service lines
ERISA & Benefits Diligence for Home Services
regional roll-ups of HVAC, plumbing, and electrical operators
An LOI on the desk, a vertical SaaS target, and a ERISA & Benefits Diligence question worth a real conversation.
Twenty minutes of practitioner-grade input from a securities attorney whose first move is to read the deal, not the engagement letter.