What Does An M&A Lawyer Do?

By - March 11, 2025 - Uncategorized

Mergers and acquisitions (M&As) can be highly beneficial transactions, supporting company growth and creating streams of revenue. However, these deals can also be risky and come with financial liabilities and legal requirements. When dealing with such complex transactions, it’s helpful to have an experienced lawyer by your side. Let’s take a closer look at what an M&A lawyer does and how they help protect your interests.

What is an M&A Lawyer?

An M&A lawyer is a legal professional who works with companies during mergers and acquisitions. They’re highly trained in areas like corporate law, financial transactions, contract negotiations, and more. They guide their clients through the M&A process and help the transaction go smoothly.

Lawyers may work with clients on the buying side of the transaction or on the selling side. They help companies understand the potential benefits and risks associated with buying or selling a business, as well as negotiate favorable terms, assist with structuring the M&A deal, and ensure their client is compliant with all relevant laws and regulations.

What Do M&A Lawyers Do?

M&A attorneys are responsible for protecting their clients’ best interests and helping their clients make informed decisions. There are steps these lawyers can take throughout the M&A transaction to support their clients.

Conducts Due Diligence

Due diligence is the process of reviewing the operational, financial, and legal aspects of a target company before the merger or acquisition is finalized. A lawyer can assist with this process to ensure the buyer has a clear picture of the company they’re interested in purchasing. The due diligence process typically includes reviewing financial statements, analyzing the company’s existing contracts, looking at intellectual property rights, and determining if the company is compliant with applicable regulations. It also involves identifying potential risks, such as those related to the company’s operations, legal status, and financial obligations and liabilities.

Structures the M&A Deal

Every company has unique financial, legal, and business goals when it comes to mergers and acquisitions. A lawyer can structure the M&A deal to suit their client’s specific needs. Structure options include:

• Asset purchase: Buyers acquire specific assets and liabilities rather than the entire company.
• Stock purchase: Buyers take ownership of a business by purchasing its shares.
• Merger: Two companies combine, with either one company absorbing the other or both companies joining equally.
• Joint venture or strategic alliance: Businesses partner to work on projects together, but there is no purchase involved.
• Hybrid structure: An M&A deal that involves both asset and stock purchases.

An M&A attorney understands the pros and cons of each option and can help choose the best structure for their client.

Drafts and Negotiates M&A Contracts

M&A lawyers are skilled negotiators who work to protect their client’s best interests in an M&A deal. They can help draft, review, and negotiate the terms of the various contracts involved in the M&A process, such as the:

• Letter of intent (LOI): Sets preliminary deal terms, which become the foundation for negotiations in the future.
• Purchase agreement: Lists the assets or stock being acquired, the financial terms, and each party’s rights and obligations.
• Non-disclosure agreement (NDA): Prohibits people from sharing confidential information.
• Employment agreement: Establishes the terms of employment.
• Non-compete agreement: Prohibits an employee from working for a company’s competitor.
• Indemnification clause: Outlines how liabilities and damages will be handles after the deal.
• Escrow agreement: A portion of the purchase price is held to cover liabilities that may occur after closing.

Ensures Regulatory Compliance

Each party involved in a merger or acquisition must follow the law throughout the transaction. Laws may include securities laws, antitrust regulations, and rules related to the client’s specific industry. A knowledgeable lawyer can help you stay compliant with any applicable law. This helps you avoid penalties and fines and helps prevent the deal from being cancelled. Additionally, lawyers can help you understand how international laws and tax treaties may affect the deal. They can also help the M&A process go smoothly by assisting with government filings and approvals.

Manages Closing and Post-Closing Matters

After the necessary documents have been finalized and the required regulatory approvals have been obtained, the M&A deal can close. During the closing process, M&A lawyers make sure that the funds are transferred from the buyer to the previous owner and that all legal conditions are met. They also ensure that post-closing matters—such as dispute resolution, indemnity claim resolution, employment transitions, compliance, and addressing unexpected liabilities—are quickly taken care of.

How an M&A Attorney Protects Your Business Interests

Not only can M&A attorneys help businesses save time and energy throughout the M&A process, but they help protect their client’s business interests, too. There are many ways a lawyer does this, including:

• Mitigating financial risk by identifying liabilities during due diligence.
• Safeguarding intellectual property rights by ensuring the proper transfer of copyrights, patents, and trademarks.
• Avoiding regulatory penalties by making sure all transactions are compliant with the law and meet all requirements.
• Reducing the likelihood of post-transaction disputes by drafting contracts that are clear and enforceable.
• Supporting business continuity by efficiently addressing all stakeholder concerns, employment transitions, and governance structures.
• Avoiding surprises after closing by making sure contingency agreements and earn-out structures protect buyers and sellers from unexpected changes.

Post-Merger Integration & Legal Considerations

A variety of tasks must be completed following a merger or acquisition, including integrating business operations, ensuring compliance with the law, and bringing together two corporate cultures. M&A lawyers can continue to provide valuable support even after the M&A deal closes. For example, lawyers can assist with transitioning employees to encourage key talent to stay. They can also help implement HR policies and integration strategies to maximize efficiency and streamline operations. Additionally, lawyers can help negotiate contracts with vendors, suppliers, and customers to align all parties to the new business structure. Corporate governance updates, regulatory filings, compliance monitoring, dispute resolution, and conflict management are also post-merger tasks that M&A attorneys can assist with.

Work With Stevens Law Firm

Whether you’re interested in buying a business or selling one, having a lawyer by your side can make the M&A process easier. At Stevens Law Firm, we specialize in mergers and acquisitions as well as other crucial business practice areas. You can count on our team to share our knowledge with you, provide valuable guidance, and offer legal support at every step of the M&A transaction. Contact us today to learn more about our legal services and schedule your free consultation.