Legal Considerations in Mergers and Acquisitions (M&A)

The M&A process includes a variety of regulatory, legal, and tax issues that must be addressed under the guidance of a business lawyer. The key legal aspects catered to by our team of lawyers in a typical M&A transaction include:

Buy-side & Sell-side Advisory

Regardless of whether they represent the buyer or the seller, legal counsel has a significant impact at each stage of the M&A process.

On buy-side transactions, our lawyers conduct due diligence to identify and assess risk, structure the deal to meet strategic goals, and make sure all regulatory and contractual obligations are met. 

On sell-side transactions, our lawyers prepare the company for sale by determining the status of its legal vulnerabilities, managing the data room, and framing the business in a way that maximizes the value of the enterprise. 

We coordinate among stakeholders, assist with disclosures, and act as strategic partners for both buyers and sellers to reduce transaction risks and enhance deal clarity during negotiations.

Asset Purchases vs. Stock Purchase Structuring

The law that governs a transaction varies depending on its structure. For instance, an asset acquisition will create different statutory obligations and liabilities than a stock acquisition. The role of our corporate lawyer is to help determine the appropriate deal structure and educate each respective party of their rights and obligations under that deal structure.

LOI (Letter of Intent) negotiation and drafting

Both the buyer and seller will need to negotiate and formalize the terms of the transaction at the onset of the deal.

Our M&A attorneys are also included in this process as they are responsible for drafting and reviewing important documents such as the LOI, purchase agreements, non-disclosure agreements, employment contracts, shareholder agreements, and leases to secure the transaction.

Due Diligence (legal, IP, contracts)


Prior to any binding agreement, each party needs to determine whether the transaction is commercially sound. This includes conducting due diligence (this is a detailed examination of the financials, operations, legal, and financial well-being and liabilities of the target company).

Our corporate attorneys and financial and strategic advisors review the documents to identify the risks and hidden liabilities. These findings then guide the creation of a well-drafted purchase agreement to mitigate the risks.

Drafting and Negotiating the Purchase and Sale Agreement

The purchase and sale agreement (PSA) is the focal point of any merger and acquisition transaction.

Our attorneys work in drafting the PSA, which involves documenting the terms and conditions of the transaction to reflect the parties’ positions regarding purchase price, representations and warranties, indemnities, conditions to closing, and ongoing obligations after closing.

Negotiating the PSA involves a careful balancing of risk allocation between the parties while ensuring that risk allocation is clear and enforceable. Our skilled M&A attorneys will seek to anticipate the possibilities of disputes arising after the transaction closes, with the objective of either negating them altogether or addressing them directly in the wording of the agreement.

There are various degrees of PSA document complexity and flexibility depending upon the specifics of the transaction; for example, whether the transaction involves a share purchase, asset purchase, merger, or some other method of corporate transaction.

Regulatory Compliance

M&A transactions are strictly regulated to prevent anti-competitive behavior, such as monopolies. The parties involved need to obtain antitrust approvals and comply with federal and state regulations.

Therefore, as lawyers involved in this process, we ensure that the transaction complies with all regulatory requirements in advance of the transaction so that the new entity remains compliant after the transaction has taken place. 

Closing Checklists and Post-Closing Integration Counsel

When a deal nears completion, our attorneys will prepare closing checklists that include all deal documentation, approvals, and signatures. After the deal closes, our lawyers will help with integration-related tasks such as assignment of contracts, record keeping, transitioning employees, etc., and ensuring compliance with laws and regulations. 

The ongoing legal support will also include post-closing guidance on the enforcement of deal terms such as earn-outs and any other emergent issues.