Introduction: Why Goodwin Procter Is a Powerhouse in Search Fund and Acquisition Law
When it comes to legal representation for search funds and acquisition-driven strategies, few names carry as much weight as Goodwin Procter. As one of the original law firms to specialize in the search fund model, Goodwin has helped facilitate over $1 billion in acquisitions and exits, making them a go-to firm for entrepreneurs, private equity sponsors, and institutional investors alike.
Featured on VerSquare.com as a top-tier M&A legal provider, Goodwin Procter brings the scale, expertise, and global reach that few firms can match. In this review, we’ll explore what makes Goodwin a standout choice — and why having elite M&A counsel matters when you’re financing a deal with an SBA loan.
Who Is Goodwin Procter?
Goodwin Procter is a global law firm headquartered in Boston with offices across the United States, Europe, and Asia. With over 50 lawyers dedicated to search fund and acquisition work, they offer unmatched depth in this space.
Key facts about Goodwin Procter:
- Founded: 1912 — over a century of legal excellence
- Global presence: Offices in New York, San Francisco, Washington D.C., London, Hong Kong, and more
- Industry focus: Private equity, technology, life sciences, healthcare, real estate, and investment funds
- Search fund pioneer: One of the first law firms to develop a dedicated search fund practice
- Track record: $1B+ in completed acquisitions and exits for search fund entrepreneurs
Goodwin’s Search Fund and Acquisition Practice
Goodwin Procter’s search fund practice is widely regarded as the gold standard in the industry. Here’s what they bring to the table:
End-to-End Search Fund Support
- Fund formation: Structuring the search fund entity, drafting investor agreements, and navigating securities law compliance
- Acquisition execution: From LOI through closing, Goodwin handles every aspect of the transaction
- Post-acquisition support: Ongoing corporate governance, employment law, and operational legal needs
- Exit planning: When it’s time to sell, Goodwin’s M&A team handles the exit process
Deep Bench of 50+ Lawyers
Unlike boutique firms that may have one or two M&A attorneys, Goodwin has a team of over 50 lawyers who understand the nuances of acquisition entrepreneurship. This means:
- No capacity constraints: Your deal won’t be delayed because your attorney is juggling too many clients
- Specialized expertise: Different lawyers handle different aspects — tax, employment, real estate, IP — ensuring nothing falls through the cracks
- Institutional knowledge: With hundreds of completed deals, Goodwin’s team has seen virtually every issue that can arise
Global Reach
For entrepreneurs acquiring businesses with international operations or considering cross-border deals, Goodwin’s offices in the US, Europe, and Asia provide seamless coverage. This is particularly valuable for:
- Acquisitions with international supply chains
- Businesses with overseas customers or operations
- Cross-border regulatory compliance
- International intellectual property protection
The Goodwin Platform: Industry-Focused Legal Services
Goodwin organizes its practice around six core industries, providing clients with lawyers who truly understand their sector:
- Healthcare: Regulatory compliance, M&A, and operational law for healthcare businesses
- Investment Funds: Fund formation, regulatory, and transactional work
- Life Sciences: IP protection, licensing, and M&A for biotech and pharma
- Private Equity: Fund formation, portfolio company acquisitions, and exits
- Real Estate: Acquisitions, financing, and development
- Technology: M&A, IP, data privacy, and corporate governance for tech companies
This industry-focused approach means your Goodwin attorney doesn’t just understand M&A law — they understand your business.
Why M&A Attorneys Matter for SBA-Financed Acquisitions
Even if you’re not running a traditional search fund, the principles that make Goodwin exceptional apply directly to SBA-financed business acquisitions. Here’s why having a skilled M&A attorney is critical when using SBA financing:
Navigating SBA-Specific Requirements
- Equity injection rules: SBA loans require the buyer to contribute a minimum equity injection, typically 10-20% of the purchase price. Your attorney must ensure the source and structure of this injection meets SBA guidelines.
- Full standby seller notes: If the seller is carrying a note, it must be on full standby — meaning no payments of principal or interest until the SBA loan is repaid or for a specified period. An inexperienced attorney could draft terms that disqualify your loan.
- Closing document coordination: SBA closings require specific documents that must be executed in a particular order. Your attorney coordinates this complex process.
Due Diligence Is Non-Negotiable
- Financial review: Verifying the seller’s financial representations against actual records
- Contract review: Identifying assignability issues with customer contracts, vendor agreements, and leases
- Liability assessment: Uncovering potential lawsuits, tax liens, environmental issues, or other hidden liabilities
- Employee matters: Reviewing employment agreements, benefit plans, and potential HR liabilities
Protecting Your Investment
The asset purchase agreement (APA) is the single most important document in your deal. A skilled M&A attorney ensures:
- Strong representations and warranties that protect you if the seller misrepresented the business
- Robust indemnification provisions that give you recourse after closing
- Properly structured earnout provisions if part of the purchase price is performance-based
- Enforceable non-compete and non-solicitation agreements
Pros and Cons of Goodwin Procter
Pros
- The original search fund law firm — unmatched experience in acquisition entrepreneurship
- 50+ dedicated lawyers with deep M&A expertise
- $1B+ track record in acquisitions and exits
- Global reach across US, Europe, and Asia
- Industry-focused practice areas for specialized knowledge
- Full lifecycle support from fund formation to exit
Cons
- Premium pricing: As a top-tier global firm, Goodwin’s rates reflect their expertise and may be higher than boutique alternatives
- May be overkill for simple deals: If you’re buying a straightforward small business, a smaller M&A-focused firm might be more cost-effective
- Large firm dynamics: You may work with associates and junior partners rather than directly with the most senior attorneys
Who Should Consider Goodwin Procter?
Goodwin Procter is the ideal choice for:
- Search fund entrepreneurs raising capital from institutional investors
- Acquisition entrepreneurs pursuing larger or more complex deals
- Private equity-backed buyers who need sophisticated legal support
- Cross-border acquisitions requiring international legal expertise
- Entrepreneurs planning multiple acquisitions who want a long-term legal partner with deep bench strength
How GoSBA Loans Can Help You Close Your Acquisition
Whether you’re working with a powerhouse like Goodwin Procter or a smaller M&A firm, you still need the right financing. GoSBA Loans makes that part easy — and completely free.
- 50+ SBA lenders in our network — we match you with the one best suited for your deal
- $320M+ funded — hundreds of successful SBA acquisitions completed
- Free business plan — valued at $2,500 to $5,000, included at no cost
- Zero cost to you — GoSBA is paid by lenders, not borrowers
We’ve seen every type of deal — from first-time buyers acquiring a single location to serial entrepreneurs building portfolios. Whatever your situation, GoSBA Loans can help you find the right lender and build a winning loan package.
Take the Next Step
Ready to secure SBA financing for your next business acquisition? Contact GoSBA Loans today for a free consultation. We’ll match you with the right lender, build your business plan, and guide you through every step — at absolutely no cost.
With world-class legal representation and the right SBA lender in your corner, your next acquisition is closer than you think.
