Executives at the family-owned legal tech business knew the timing was right to sell, but they needed the right partner to guide the complex sale process
After nearly 30 years leading Legal Files Software, then-CEO John Kanoski found himself at a turning point. With a loyal customer base and an industry-leading reputation for quality case management software, the company had evolved into a prime acquisition target — and the time was right to sell. But having seen several competitors navigate sales of their own, Kanoski knew that even the smoothest process would require expertise his team didn’t have.
“I had no experience selling a business before, so I didn’t have any idea how to do this on my own,” Kanoski said. “I needed someone who could guide me through the entire process.”
Without a CFO on the 35-person team, Kanoski was looking for a partner who combined deep legal tech expertise with the ability to quickly understand the company’s inner workings and value. As he looked at potential partners, one pattern stood out: in the sales he’d observed over the years, Marks Baughan had surfaced more often than not.
High-touch Support, Backed by Legal Tech Expertise
Kanoski added Marks Baughan to his short list of possible advisors, but it was the firm’s evident care that ultimately won his business.
“Their approach was a big draw for us,” he said. “With another investment bank that I vetted before I selected Marks Baughan, I got the feeling I was going to be passed off to the mid-level team most of the time.”
By contrast, the Marks Baughan senior banker leading the deal was “always on calls” from day one. It was the same outside of meetings: “There was never a moment where I didn’t have access to him or the firm,” he said.
The combination of accessibility, deep industry expertise, and proven track record convinced Kanoski that Marks Baughan was the right team to guide the single biggest transaction in his company’s history. “[Marks Baughan was] deeply aware of our product space. They were aware of our competitors — they knew our players, they knew the industry,” he said.
A Privacy-First Process
Confidentiality was a top priority for Kanoski, who worried that premature rumors of a sale could unsettle employees or even prompt departures.
“I didn’t want the majority of my employees to find out we were going through this process at first,” he said. “I wanted to be able to control the announcement.”
Marks Baughan ensured discretion. By limiting who was involved in the transaction details and negotiations — and by guiding Kanoski step by step — the team kept diligence both contained and manageable. Employees were brought in only when necessary, with Marks Baughan directing the flow of information.
Beyond financial goals, Kanoski wanted to prioritize preserving the jobs of existing employees and exiting with as little post-transaction involvement as possible. With these target outcomes in mind, Marks Baughan kicked off the process.
The Groundwork That Achieved an Optimized Sale
Before any buyer outreach began, Marks Baughan guided Legal Files Software through the most demanding step: assembling the company’s financial and operational data into a comprehensive “data room” and coordinating a Quality of Earnings review with an outside accounting firm. With that foundation in place, Marks Baughan brought Legal Files to market with a clear plan.
“They were aware of so many players in the industry,” Kanoski said. “And they put together a thorough list of buyers based on what I wanted and their own knowledge.”
The process unfolded in careful stages. Interested parties signed non-disclosure agreements, received limited teaser information, and were funneled through a structured evaluation that filtered out those who were merely fishing. Serious bidders advanced to final offers — creating a competitive environment that maximized Legal Files Software’s value.
Ultimately, one party emerged as the clear fit: Onit.
“It was a double win,” Kanoski said. “It was important to me to try to preserve the jobs of my employees. And Onit wanted our employees and our software — not just our list of customers.”
A Deal That Preserved People and Value
Kanoski achieved his goals: a clean exit for himself and his stakeholders, the preservation of his team’s roles, and a deal that fully reflected Legal Files Software’s value.
“Marks Baughan delivered on every one of my objectives,” Kanoski said. “If I were to go through this process again, I would choose them again without hesitation.”
Marks Baughan is a global investment banking firm specializing in legal and compliance. We have completed +125 transactions with an aggregate value of +$10 billion. Get in touch with us here.