How Crux’s Legal Select program solves transaction pressure points and unlocks new market opportunities

‍CLA (CliftonLarsonAllen LLP), a top-10 US accounting and professional services firm and an advisor that helps corporate taxpayers navigate the transferable tax credit market, came to Crux looking for tax credit options that offered speed and efficiency, with a transparent cost structure for its client. It surfaced an opportunity for a battery storage investment tax credit. While CLA was confident in the credit selection, it was less certain that the deal offered compelling economics for its buyer. 

Legal costs are a major driver of the economics of transferable tax credit deals. Traditional legal fees can easily exceed $125,000, driven by non-standard forms that are out of market on either buyer terms or seller terms, non-standard data room platforms that are difficult to navigate, and out-of-market diligence requirements. This friction can have a big impact on transactions.

In this case, the legal fees could have been at least 3.6% of the total deal cost. What should have been a straightforward transaction wasn’t economical; CLA couldn't justify the expense of high legal fees relative to the tax benefits from the proposed transaction. The tax credit seller was also prepared to move forward but likewise could not absorb high transaction costs, including legal fees, while maintaining competitive pricing.

Crux Legal Select provides efficiency and predictable legal costs

To make the deal more economically viable, the Crux team suggested that CLA leverage Crux Legal Select. Launched in mid-2025, the Legal Select program brings together Crux clients with leading law firms to deliver efficient transactions and fixed fees for legal services on eligible transferable tax credit transactions. Transacting parties use Crux's platform tools and market-standard template transaction documents, developed in collaboration with leading law firms and tax advisors.

The program addresses acute customer pain points in deals, including unpredictable costs for high-quality legal services, inefficient deal timelines, and a lack of market standards around key deal terms. 

Winthrop & Weinstine, a close Crux partner that helped pilot the Legal Select program, represented CLA as counsel in this transaction.

Efficient, cost-competitive transacting in seven weeks

Within a matter of weeks, CLA’s buyer purchased $3.46 million in investment tax credits at $0.92 per dollar of credit. What made the transaction such a success?

Seller preparation: The seller was ready to transact, offering tax credits from a project that had been placed in service prior to transacting. The credit offering was straightforward, with no relevant changes to the seller's organizational structure and no debt that impacted the project assets or tax credits. The seller also had critical documentation at the outset of the transaction, including Internal Revenue Service (IRS) registration numbers, final cost segregation reports, and investment tax credit qualification memoranda.

Speed through standardization: Instead of custom drafting a term sheet, the parties leveraged Crux’s Term Sheet Builder to adapt the standardized Crux term sheet to fit a residential battery portfolio. Winthrop was able to deliver a draft term sheet within days, not weeks. The law firm then used Crux’s standardized tax credit transfer agreement, which includes market standard terms for an efficient baseline to begin negotiations. While the portfolio nature of the storage investment tax credit could have resulted in a lot of complexity, Crux's tools and standardized documents kept the diligence process organized and streamlined.

Alignment through tech-enabled tools: Crux's data room and diligence checklist made it easy for the parties to track progress and collaborate. When Winthrop completed a review, counsel updated the diligence checklist in real time. When the developer provided new documents, the status in the data room changed, and Winthrop received a notification. The data room provided a single place for communication, so the parties did not have to rely on back-and-forth emails to determine deal progress. 

Predictability and competitive pricing: Winthrop accepted a $50,000 legal fee arrangement to work with CLA on this transaction. This fixed-fee arrangement incentivized pragmatism and efficient problem solving. For example, because this transaction involved residential battery systems, which could be prohibitively expensive and laborious to diligence due to the number of facilities, the seller leveraged Crux’s platform to organize both form documents and facility-specific materials. Winthrop then used these tools to request and review a representative subset of facilities, allowing the team to efficiently review issues that could impact the tax credits across the entire portfolio. This targeted, tech-enabled approach provided the necessary diligence comfort while maintaining speed and cost efficiency.

“Partnering with Crux on Legal select has shown how technology and standardization can redefine what’s possible and expand participation in the tax credit transfer market. This approach allows the parties to hone in on the issues that truly move the needle in tax credit transfer deals, like recapture underwriting, rather than getting bogged down with non-pertinent details or process friction.” Amber M. Peterson, Counsel, Winthrop & Weinstine

With Legal Select, a deal that would normally take four to five months took just seven weeks and offered predictable legal costs.

Transactions using Legal Select close about 30% faster than other transactions

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Proof of concept for Legal Select

The real value in the transaction was more than the single deal — it was the proof of concept for Crux Legal Select. Winthrop helped prove that the Legal Select offering was valuable and that it could resolve buyer and seller pain points and make transactions more economically viable, while also broadening access to the market for deals that might not otherwise be able to transact. 

“Crux Legal Select brings innovative approaches to purchasing smaller tax credits for clients. From fixed fees to embedded market intelligence to streamlined diligence timelines, this offering removes so much friction from transferable tax credit transactions.” Brandon Hill, Tax Principal, CLA's Federal Tax Strategies Group

The program creates mutual value across all stakeholders. The fixed-fee model has been proven sustainable, and standardized forms and processes facilitated an efficient transaction. 

Crux is continuing to partner with Winthrop on additional Legal Select deals and will soon expand the program from transferable tax credit deals to debt capital markets transactions.

Ready to simplify your next transaction? Contact Crux to learn more about how Legal Select can help you close deals faster with predictable legal costs.