An M&A lawyer specializes in buying, selling and merging businesses — that is, the legal side of an M&A transaction.
Short answer: The M&A lawyer drafts and negotiates the legal documents in the deal (letter of intent, transfer agreement, warranties), carries out or quality-checks the legal due diligence, and ensures the transfer itself (signing and closing) proceeds correctly. The lawyer typically comes in once there's a specific buyer or seller in play — not necessarily from day one.
When should the M&A lawyer come in?
Most business owners handle the sale process itself — listing, initial dialogue, price negotiation — on their own or with help from a broker or advisor. The lawyer is typically brought in when a letter of intent (LOI) needs to be drafted, and then becomes heavily involved through due diligence and negotiation of the transfer agreement itself.
What does an M&A lawyer cost?
The price depends on the transaction's size and complexity. Smaller business deals can often be handled for a fixed fee or a few hours of advice, while larger, more complex deals are billed hourly and can run into a significant amount. Always ask for a price estimate before work begins.
M&A lawyer vs. M&A advisor
An M&A advisor (often a business broker or corporate finance advisor) helps with the whole process: finding a buyer/seller, negotiating price and structure, and managing the process from start to finish. An M&A lawyer is specifically the legal side: contracts, warranties, liability and the transfer itself. The two roles complement each other and don't replace each other. See the full comparison in accountant, lawyer or broker — who should you use?
Who drafts the transfer agreement (SPA)?
It's typically the buyer's lawyer who drafts the first version of the transfer agreement, after which the seller's lawyer reviews and negotiates the content — particularly warranties, liability limitations and any earn-out terms.
Who carries out the legal due diligence?
The buyer's lawyer typically handles the legal due diligence: review of company documents, contracts, disputes, intellectual property and any legal risks. See more in due diligence when selling a business.
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