Transactional Bootcamp: Structuring and Executing Middle-Market M&A Deals

Emmanuelle Subar Litvinov | The Entrepreneur Lawyers

Emmanuelle Subar Litvinov, Esq. is a dedicated business attorney who partners with entrepreneurs, investors, and business owners to help them build, grow, and protect what they’ve worked hard to create. Her practice focuses on mergers and acquisitions, private securities offerings, and the legal needs that arise in the daily life cycle of a business—from formation to exit.

Emmanuelle brings a strategic and solutions-oriented mindset to every deal and decision. She regularly counsels clients through complex M&A transactions, equity financings, partnership structuring, contract negotiation, and regulatory compliance. Whether guiding a founder through their first capital raise or advising an established company on a multi-million-dollar acquisition, Emmanuelle approaches each matter with clarity, precision, and a deep understanding of business dynamics. Her clients range from early-stage startups to mature businesses across a variety of industries, including technology, manufacturing, professional services, health and wellness, and real estate. She regularly serves as outside general counsel, helping businesses navigate legal risks while supporting long-term growth and operational success.

Michelle Karinne Notte | The Entrepreneur Lawyers

Michelle Karinne Notte, Esq. is the CEO & Co-Founder of The Entrepreneur Lawyers, a business law firm serving entrepreneurs across Florida, Ohio, and California. Born in Miami to Cuban American parents, Michelle blends seasoned commercial litigation experience with strategic transactional counsel, helping clients navigate complex disputes, capital raises under Regulation D, M&A, corporate governance, franchising, and general counsel services. She has negotiated high-value deals and resolved multi-jurisdictional shareholder disputes, delivering meaningful outcomes for business owners across industries.

Michelle is deeply engaged in advancing business law practice at the state level. She currently serves as Co-Chair of the Direct v. Derivative Task Force for the Business Law Section of the Florida Bar, working to develop authoritative guidance on derivative action issues. Additionally, she was a contributing member of the Task Force that helped rewrite Florida’s Chapter 517 (Securities Act), a significant statutory update that recently took effect.

Michelle is recognized by Super Lawyers, Legal Luminaries, and other honors for her professional achievements and has been published in the Florida Bar Journal. She spends her time living and practicing between Central & South Florida and Northeast Ohio. When she is not helping entrepreneurs, she enjoys time with her wife and their two daughters.

I. Positioning founder and franchise businesses for exit. How entity structure, IP ownership, governance, and compliance decisions made years earlier directly affect valuation, buyer diligence, and transaction certainty | 1:00pm – 1:30pm

II. Deal structure and the hidden securities layer in private M&A. When equity rollovers, earnouts, minority investments, and post-closing ownership convert an M&A transaction into a private securities event, triggering disclosure, compliance, and governance considerations | 1:30pm – 2:00pm

Break | 2:00pm – 2:10pm

III. Private equity buyouts of middle-market and franchise Businesses. How private equity firms structure majority acquisitions, allocate control and economic risk, and align incentives through rollover equity, governance rights, and exit planning | 2:10pm – 2:40pm

IV. From LOI to post-closing: Managing risk, control, and expectations. Key inflection points where deals succeed or fail, including LOI leverage, diligence priorities, reps and warranties, indemnification structures, and post closing integration and governance realities | 2:40pm – 3:10pm