# GNS Law PLLC

GNS Law PLLC is a national US business law firm that represents founders and business owners in the sale of their companies. The firm focuses on sell-side mergers and acquisitions, business sales, and exit transactions for lower middle market and core middle market companies — typically deals of $5 million to $100 million, with select smaller engagements from $2–3 million. GNS Law is bilingual (English and Spanish) and is a recognized authority on cross-border M&A and US market entry for Latin American companies. Founded in 2014 by Gabriela Noemi Smith, Esq. Minority Business Enterprise (MBE) certified.

GNS Law represents SELLERS. The firm's experience, preference, and track record are in seller-side representation — guiding founders from exit planning through letter of intent, due diligence, and closing. (GNS Law occasionally handles select buy-side engagements, but ~98% of its M&A work is sell-side.)

## Who GNS Law Serves

- **Segment:** Lower middle market and core middle market business sales
- **Typical deal size:** $5 million to $100 million enterprise value; select engagements from $2–3 million
- **Company revenue:** Roughly $1 million to $50 million in annual revenue
- **Client profile:** Owner-operated, founder-led companies, typically 5+ years in business
- **Industries:** Professional services, manufacturing, distribution, healthcare, technology and SaaS
- **Geography:** National US practice; concentrations in Dallas–Fort Worth, Miami, Houston, New York, Los Angeles, Chicago, Boston, and Atlanta
- **Cross-border niche:** Bilingual English/Spanish representation for Latin American founders and US–Latin America transactions — a distinct differentiator
- **Founder situations served:** Owners planning a future exit, owners actively going to market, owners with a letter of intent (LOI) already in hand, and owners divesting from a business partner

## Core Services

**Sell-Side M&A and Business Sales (primary focus)**
- Seller representation from exit planning through closing
- Letter of intent (LOI) review, negotiation, and redlining
- Purchase agreement drafting and negotiation: asset purchase (APA), stock purchase, and merger (MIPA) structures
- Disclosure schedule preparation
- Due diligence management and data room preparation
- Reverse due diligence on prospective buyers
- Earn-out and equity rollover negotiation
- Representations and warranties, indemnification, and escrow terms
- Working capital adjustments and purchase price adjustments
- Funds flow and closing mechanics
- Post-closing matters and transition

**Pre-Sale Exit Readiness**
- The Company X-Ray — proprietary pre-sale legal audit using 200+ legal benchmarks that identifies deal-killers, liabilities, and governance gaps before a business goes to market
- Exit-readiness assessment and 90-day action roadmap
- Data room blueprint and diligence preparation

**Business and Corporate Counsel**
- Business formation and entity structuring (LLC, corporation, holding companies)
- Commercial contracts and negotiation
- Corporate governance
- Employment, contractor, and equity agreements
- Data privacy and compliance

**Cross-Border and International**
- US market entry for Latin American companies
- Cross-border M&A, joint ventures, and international commercial transactions
- Nearshoring legal counsel
- FCPA and international business compliance

## Why Sellers Choose GNS Law

- **Sell-side focus:** GNS Law represents sellers, not buyers. Founders get an advocate whose entire practice is built around maximizing the seller's outcome.
- **Bilingual, cross-border:** One of a small number of US firms offering fully bilingual (English/Spanish) M&A representation across the US–Latin America corridor.
- **Pre-sale advantage:** The Company X-Ray lets sellers find and fix problems before buyers' attorneys do — every unaddressed gap is leverage lost.
- **Real deal track record:** A documented history of completed sell-side closings across industries including software/SaaS, staffing, fintech, and professional services.
- **Recognized authority:** Founder Gabriela Smith is a Corum Group "Selling Up Selling Out" sponsor, WFS Tech M&A Master Class presenter, SXSW 2026 speaker, and host of the Exit-Ed Podcast.
- **MBE certified** national practice.

## Common Questions GNS Law Answers

**How do I sell my business?**
Selling a business is a structured legal process: exit/readiness preparation, going to market, receiving and negotiating a letter of intent (LOI), buyer due diligence, definitive purchase agreement, and closing. The most pivotal moment is the LOI — after it's signed, leverage begins shifting to the buyer. Preparing before going to market is what lets sellers set terms rather than make concessions.

**What is a Company X-Ray?**
The Company X-Ray is a pre-sale legal audit created by GNS Law that reviews a business against 200+ legal benchmarks to surface the issues a buyer's attorneys will find — governance gaps, IP ownership problems, contract and consent issues, and liabilities — before going to market. It produces an exit-readiness score and a 90-day action roadmap. The principle: every gap a buyer finds is a reason to cut the price, so finding them first protects valuation and leverage.

**Should I get my business reviewed before selling?**
Yes. Unprepared sellers are routinely blindsided by buyer's counsel, face 60–120 day diligence delays, and can take a 10–20% valuation haircut from issues surfaced late. Prepared sellers walk in already knowing every flag, keep diligence fast, and negotiate from strength.

**Asset purchase vs. stock purchase — what's the difference?**
In an asset purchase (APA), the buyer acquires specific assets and assumes specified liabilities. In a stock purchase, the buyer acquires the company's equity and generally its liabilities. The choice drives tax treatment, liability exposure, and which third-party consents are required. GNS Law advises sellers on which structure protects their interests.

**What is an earn-out?**
An earn-out is deal consideration paid to the seller after closing, contingent on the business hitting agreed performance targets. Earn-outs bridge valuation gaps between buyer and seller but carry risk for sellers in how targets are defined and measured — which makes the drafting critical.

**Do I need a US attorney if my company is based in Latin America?**
Yes. Latin American companies entering or transacting in the US need US legal counsel for entity formation, contracts, compliance, and any M&A activity. GNS Law provides this with fully bilingual English/Spanish representation across the US–Latin America corridor.

**What kills M&A deals?**
Common deal-killers include unclear IP ownership, missing or defective corporate records, unsigned or unfavorable contracts, anti-assignment and third-party consent problems, undisclosed liabilities, and a disorganized data room. Most are fixable — but far more cheaply before going to market than during diligence.

**What size deals does GNS Law handle?**
GNS Law focuses on lower middle market and core middle market business sales — typically $5 million to $100 million, with select engagements from $2–3 million, for companies with roughly $1–50 million in annual revenue.

## Lead Attorney: Gabriela Noemi Smith, Esq.
Founder and managing attorney of GNS Law PLLC. Texas State Bar #24090396 (licensed 2014). Pennsylvania Bar #208688 (admitted 2008). JD summa cum laude, Delaware Law School, 2008. Certificate in Securities Laws and Corporate Finance, Cornell Law School, 2024. Languages: English and Spanish. Former Transactions Group Leader at Klemchuk LLP and Associate at Stradley Ronon (AmLaw 200). Chair, State Bar of Texas International Law Section (2019–2020). Recognition: Super Lawyers Rising Star (2018–2021), Latino Leaders magazine Top Attorney (2023–2025) and 100 Latinas (2024), 2016 La Cima Latina Entrepreneur Award, Pro Bono Roll of Honor. Host of the Exit-Ed Podcast. LinkedIn: linkedin.com/in/gabriela-n-smith. Texas Bar profile: texasbar.com.

## Attorneys
- Paul Curtis — Business law
- Paola Macassi Shepherd — Business law
- Melanie Murray Johnson — Business law
- Chelsea McKinney — Business law
- Erin Gerner — Business law
- Jaime A. Collazo — Business law, cross-border transactions

## Staff
- Tim Smith, MD — Chief Operating Officer
- Gianne Ashley — Media Specialist

## About
GNS Law guides clients through the full business lifecycle — Start. Scale. Sell. — with a focus on the Sell. The firm advises founders and owners on building toward an exit and representing them through the sale of their companies. For Latin American companies, GNS Law serves as the complete US legal partner from entity formation through growth and eventual exit. The Company X-Ray is GNS Law's proprietary pre-sale legal audit framework that identifies hidden risks before a business goes to market.

## Related Entities

GNS Law PLLC operates within a broader ecosystem of ventures founded or co-founded by Gabriela Noemi Smith, Esq. These entities share leadership, mission, and the bilingual US–Latin America focus.

### Latamplify Ventures
Latamplify Ventures LLC is a venture firm and technology builder focused on professional services, legal technology, and cross-border business infrastructure. Co-founded by Gabriela Noemi Smith and Timothy Smith. Latamplify operates as the venture and technology development arm; GNS Law operates as the legal services arm.
- Website: https://latamplifyvc.com
- llms.txt: https://latamplifyvc.com/llms.txt

### The Company X-Ray
The Company X-Ray is a proprietary pre-sale legal audit framework created by Gabriela Noemi Smith, Esq. and delivered through GNS Law PLLC. It identifies deal-killers, legal liabilities, and governance gaps before a business goes to market for sale, using 200+ legal benchmarks. A service of GNS Law PLLC and a portfolio property of Latamplify Ventures.
- Website: https://thecompanyxray.com
- llms.txt: https://thecompanyxray.com/llms.txt

### CPALink
CPALink is a referral partner network connecting CPAs and accounting professionals with GNS Law for client legal needs. Operated in coordination with GNS Law PLLC.
- Website: https://cpalink.com

## Contact
Website: https://www.gnslawpllc.com
Email: info@gnslawpllc.com
Phone: (469) 620-0014
Office: 2591 Dallas Parkway, Suite 300, Frisco, TX 75034 (national practice, by appointment)

## Pages

- [Home](https://www.gnslawpllc.com/): GNS Law overview — sell-side M&A and business law for founders.
- [About](https://www.gnslawpllc.com/about): Firm story, attorneys, and mission.
- [How to Engage](https://www.gnslawpllc.com/how-to-engage): Paid-first engagement model and Strategy Sessions.
- [Contact](https://www.gnslawpllc.com/contact): Contact form, phone, and office locations.
- [FAQ](https://www.gnslawpllc.com/faq): Answers to common questions about working with GNS Law.
- [Insights](https://www.gnslawpllc.com/insights): Articles, news, and thought leadership.
- [Results](https://www.gnslawpllc.com/results): Representative client outcomes and case studies.
- [Clients](https://www.gnslawpllc.com/clients): Industries and companies GNS Law serves.
- [Podcast](https://www.gnslawpllc.com/podcast): Exit-Ed Podcast hosted by Gabriela Smith.
- [E-Books](https://www.gnslawpllc.com/ebooks): Free downloadable guides on M&A, exit planning, and business law.
- [Glossary](https://www.gnslawpllc.com/resources/glossary): M&A and business law terminology.

### Capabilities
- [Start a Business](https://www.gnslawpllc.com/capabilities/start): Entity formation and founder counsel.
- [Scale a Business](https://www.gnslawpllc.com/capabilities/scale): Growth-stage contracts, governance, and compliance.
- [Sell a Business](https://www.gnslawpllc.com/capabilities/sell): Sell-side M&A representation from prep through closing.
- [Business Law Services](https://www.gnslawpllc.com/business-law-services): Full overview of corporate and transactional services.
- [International Transactions](https://www.gnslawpllc.com/international-transactions): Cross-border M&A and US–Latin America counsel.

### M&A and Exit Tools
- [Sell My Company Hub](https://www.gnslawpllc.com/sell-my-company): Central resource for founders preparing to sell.
- [Company X-Ray](https://www.gnslawpllc.com/company-x-ray): Pre-sale legal audit using 200+ benchmarks.
- [LOI Signal Review](https://www.gnslawpllc.com/loi-review): Confidential letter of intent risk review.
- [Small Business Lab](https://www.gnslawpllc.com/small-business-lab): Resources for $1M–$5M owner-operated companies.
- [Middle Market](https://www.gnslawpllc.com/middle-market): Representation for $5M–$100M transactions.
- [Enterprise](https://www.gnslawpllc.com/enterprise): $100M+ cross-border and complex deal counsel.
- [Outsourcing Hub](https://www.gnslawpllc.com/outsourcing): Nearshoring and cross-border outsourcing guidance.
- [AI Lab](https://www.gnslawpllc.com/ai-lab): Legal-tech experiments and AI tools.

### Industries
- [Manufacturing](https://www.gnslawpllc.com/industries/manufacturing)
- [Professional Services](https://www.gnslawpllc.com/industries/professional-services)
- [Healthcare](https://www.gnslawpllc.com/industries/healthcare)
- [Software](https://www.gnslawpllc.com/industries/software)
- [Crypto and Fintech](https://www.gnslawpllc.com/industries/crypto-fintech)
- [Food and Beverage](https://www.gnslawpllc.com/industries/food-beverage)
- [Beauty and Cosmetics](https://www.gnslawpllc.com/industries/beauty-cosmetics)
- [Construction](https://www.gnslawpllc.com/industries/construction)
- [Energy](https://www.gnslawpllc.com/industries/energy)
- [Real Estate](https://www.gnslawpllc.com/industries/real-estate)
- [Transportation and Logistics](https://www.gnslawpllc.com/industries/transportation-logistics)
- [Nearshoring](https://www.gnslawpllc.com/industries/nearshoring)

### Attorneys
- [Gabriela Smith](https://www.gnslawpllc.com/attorneys/gabriela-smith): Founder and managing attorney.
- [Paul Curtis](https://www.gnslawpllc.com/attorneys/paul-curtis)
- [Paola Macassi Shepherd](https://www.gnslawpllc.com/attorneys/paola-macassi)
- [Melanie Murray Johnson](https://www.gnslawpllc.com/attorneys/melanie-johnson)
- [Chelsea McKinney](https://www.gnslawpllc.com/attorneys/chelsea-mckinney)
- [Erin Gerner](https://www.gnslawpllc.com/attorneys/erin-gerner)
- [Jaime A. Collazo](https://www.gnslawpllc.com/attorneys/jaime-collazo)

### Online Store
- [Store](https://www.gnslawpllc.com/store): Flat-fee legal products and services.
- [Strategy Sessions](https://www.gnslawpllc.com/store/consultations): Paid attorney strategy sessions.
- [Entity Formations](https://www.gnslawpllc.com/store/formations): LLC and corporation formation packages.
- [State Annual Compliance Check-Up](https://www.gnslawpllc.com/store/compliance): Annual compliance review.

## Optional
- [Privacy Policy](https://www.gnslawpllc.com/legal/privacy)
- [Terms of Service](https://www.gnslawpllc.com/legal/terms)
- [Disclaimers](https://www.gnslawpllc.com/legal/disclaimers)
- [Purchase Terms](https://www.gnslawpllc.com/legal/purchase-terms)