How to Choose a Business Acquisition Lawyer

Key Takeaways

Hire before the LOI - your attorney should review or draft the letter of intent, not just the purchase agreement
M&A experience beats geography - ask about transaction experience relevant to your acquisition instead of assuming the nearest firm is the better fit
Ask who does the work - the partner in the pitch meeting may not be the person drafting your purchase agreement
Fee structure alignment matters - understand how your attorney bills and whether their incentives align with closing a strong deal for you
Ask for a concrete explanation of relevant experience - ask the lawyer to explain comparable work, their role and the issues they handled

Define counsel’s agreed role in LOI review, legal diligence, purchase-agreement negotiation, financing-document coordination and closing. Identify the accountant, valuation professional, lender and other advisers responsible for their separate work. A great M&A attorney protects your investment, keeps the deal on track, and finds solutions when problems arise. The wrong one costs you money, delays closing, and can create exposure that lasts years after the transaction.

When comparing lawyers, ask for concrete answers about scope, responsibility, experience and fees. Use the same transaction summary so differences between proposals are visible.

This guide covers a 10-point checklist for evaluating any M&A attorney, what actually drives legal fees, the questions that separate experienced deal lawyers from generalists, and the red flags that should send you elsewhere. If you haven't already, read our overview of what an M&A attorney actually does during an acquisition - it provides the foundation for everything here.

Why Your Choice of Attorney Matters More Than You Think

In a business acquisition, your attorney’s review and negotiation shape the legal protections in the documents. The representations and warranties, indemnification provisions, and deal structure in your purchase agreement determine your exposure for a period negotiated in the agreement. Get them wrong, and you're on the hook.

Evaluate counsel through the work they propose for your acquisition: document review, diligence, negotiation, lender coordination and closing. Ask which risks they can address contractually and which require further investigation or specialist advice.

M&A Attorney vs. Business Attorney vs. Corporate Attorney

Practice labels overlap. A corporate lawyer or your existing business attorney may have substantial acquisition experience. Compare the proposed team's relevant work, availability and specialist coverage before deciding. A larger firm may fit a transaction with several specialist workstreams; a smaller practice may fit a matter with a narrower scope.

Relevant work: Ask who handled purchase agreement negotiations, diligence findings and closing conditions on comparable acquisitions.
Responsibility: Identify who will draft, negotiate and review the documents, and who will explain decisions to you.
Specialist coverage: Ask how tax, employment, real estate, financing and industry issues will be handled, including any separate engagements.
Practical fit: Confirm conflicts, jurisdiction, availability, communication and the proposed scope before comparing fees.

Use our comparison of acquisition counsel and adviser roles to separate legal representation from brokerage, financial diligence and document services.

The 10-Point M&A Attorney Evaluation Checklist

Use this checklist to evaluate any attorney you are considering for your acquisition. Record the answer and any follow-up needed for each item. Resolve material gaps in scope, responsibility or availability before deciding whom to engage.

Relevant acquisition experience

Ask for an explanation of comparable transactions, the lawyer’s role, the documents negotiated and the issues resolved. Respect confidentiality limits and compare the proposed work and available team. A closed-deal count alone leaves the complexity, responsibility and quality of judgment unanswered.

Deal Size Match: Experience in Your Range

Match the proposed team to the actual workstreams, parties and regulatory issues. Deal value alone leaves complexity, available resources and specialist needs unanswered.

Transactional Focus (Not Litigation)

Ask about recent acquisition drafting, negotiation and closing work. Dispute experience can help identify risks, while the proposed team still needs the transaction skills and availability required to complete your acquisition.

Who Actually Does the Work

Identify the lead attorney, who drafts the documents, who reviews them and who negotiates with the other side. Ask how associate and specialist support is supervised and reflected in the fee proposal.

Fee Transparency and Structure

Before signing, obtain written scope, fee terms, assumptions, exclusions and the process for approving additional work. The ABA Model Rule 1.5(b), April 14, 2020 addresses communication of scope, fees and expenses, with changes also communicated. It is model guidance; the applicable jurisdiction’s adopted rules govern. An estimate may require further documents; ask what information is missing and when the team can provide a more useful estimate.

Bench Strength and Team Resources

Identify the tax, employment, environmental, intellectual-property and real-estate questions your acquisition raises. Confirm specialist availability, whether in-house or separately engaged, and who coordinates their advice.

Responsiveness and Communication Style

Agree on a communication plan for routine updates and urgent decisions. Identify your day-to-day contact, escalation contact and availability around the proposed signing and closing dates.

References from Completed Deals

Ask about relevant experience and, where prior clients have consented, references. Respect confidentiality restrictions. Discuss how the attorney handled comparable document, diligence or closing issues without requesting private client information.

Deal-Maker Mentality (Not Deal-Breaker)

Ask how counsel would respond to an unresolved diligence finding: what evidence is needed, which risks can be addressed in the agreement and when specialist advice is appropriate. Look for an explanation of available choices and their consequences, including the option to stop the transaction.

Lender and CPA Coordination Experience

If you're financing the acquisition, your attorney must coordinate with your SBA lender, CPA, and potentially a broker. This means understanding lender requirements (SBA standby agreements, subordination of seller notes) and aligning the purchase agreement timeline with the financing timeline. An attorney unfamiliar with SBA deal closings will create friction that delays your close.

How do you compare two acquisition lawyer proposals?

Give each proposed team the same transaction summary: what you are buying, the current deal stage, financing, known deadlines and documents available. Then compare the work each proposal includes. A lower estimate may cover fewer phases or rely on different assumptions.

Match the deliverables. Record LOI work, legal diligence, purchase agreement negotiations, financing and lease documents, closing and post-closing support. Mark anything excluded.
Name the people. Identify the lead attorney, drafting team, specialist contacts and who updates you when a decision is needed.
Clarify cost assumptions. Record billing terms, outside charges, how scope changes are approved and what is owed if the transaction stops.
Resolve unanswered items. Ask for a revised written scope where the proposals differ. Use the answers to identify unresolved questions and exercise judgment before engagement.

Use the attorney scope and fee proposal worksheet to record the answers side by side. The worksheet includes a downloadable CSV you can use during discussions with each team.

To discuss Acquisition Stars' role in your transaction, Request Engagement Assessment. Share the stage and scope you know; a completed worksheet is optional.

What Factors Affect M&A Attorney Costs?

Legal fees are one of the most variable parts of the acquisition process. Understanding what drives costs helps you evaluate proposals and avoid surprises.

Key Factors That Drive M&A Legal Costs

Deal Complexity

•Asset purchase vs. stock purchase structure
•Number of entities, jurisdictions, and regulatory approvals
•Earnout, seller financing, or SBA loan coordination
•Industry-specific requirements (healthcare, manufacturing, technology)

Scope of Work

•Extent of due diligence required
•Number of ancillary agreements (non-competes, employment, escrow)
•Multi-party coordination (lenders, brokers, CPAs)
•Post-closing support needs

Request an engagement assessment with the transaction structure, documents available and current deadlines. Those details let the proposed team explain scope, assumptions and the information needed for an estimate.

Questions to Ask About Fee Structure

How is the engagement scoped?

A well-structured engagement defines what is included before work begins: due diligence depth, number of negotiation rounds, ancillary documents, and post-closing support. Ask for the scope in writing. Vague scope descriptions lead to billing disputes and surprises at closing.

What drives cost increases?

Common cost drivers include deal complexity, number of entities involved, regulatory requirements, contested negotiations, and unexpected due diligence findings. Ask the attorney what has caused cost overruns in similar transactions. A candid answer indicates how the firm manages client expectations.

How is the retainer structured?

Many M&A firms bill hourly against a retainer. Understand the retainer amount, how it is applied as work proceeds, and what triggers a replenishment request. The engagement letter governs this. Read it carefully before signing and ask about any terms that are not clear.

What fee arrangements should I avoid?

Ask counsel to explain any outcome-based fee, applicable professional rules and how incentives and independent advice are addressed. Review what becomes payable if the transaction stops, when specialist fees are incurred and which changes require your approval. The actual agreement and governing rules control the arrangement.

Meet Alex Lubyansky

Alex Lubyansky leads every engagement, with an associate supporting the work. In practice since 2013. Selective practice. Nationwide.

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We represent buyers and sellers in business acquisitions and sales

8 Red Flags When Hiring an M&A Attorney

Resolve who handles legal review, financial diligence, financing and business decisions before engaging the team. For more on that distinction, read Alex Lubyansky's perspective on why the best M&A lawyers work like surgeons, not sages.

1. "I handle all types of business law"

Ask which acquisitions the attorney has worked on and how those matters relate to your transaction. A broad business practice can be suitable when the proposed team has relevant experience and resources.

2. Can't quote a fee range

An experienced M&A attorney can name the cost drivers in your deal and explain how the engagement would be scoped after a short conversation. Ask which assumptions drive the estimate and what additional information would narrow it.

3. Primarily a litigator

Ask who will lead transactional drafting and negotiation, how they assess competing risks and when a specialist or dispute lawyer will be involved. Evaluate the proposed work rather than relying on a practice label.

4. No buyer references available

Prior-client confidentiality may limit references. Ask for an explanation of relevant work and the proposed process without confidential details; use that information together with permitted references and the engagement proposal.

5. Slow to respond during courtship

Agree on routine update timing, urgent-decision coverage and an escalation contact. Discuss an unanswered inquiry or missed agreed deadline directly and evaluate the explanation before engaging.

6. Offers "dual representation"

Buyers and sellers have potentially conflicting interests in price, risk allocation and remedies. Retain independent advice for your side and ask counsel to identify any conflict affecting the proposed representation.

7. Unfamiliar with your financing structure

For financed deals, ask who coordinates lender conditions, seller-note restrictions and the closing list. Resolve gaps in responsibility while the timetable is still being planned. See SBA financing.

8. Focuses on hours, not outcomes

Ask the lawyer to connect the proposed work to your goals and known transaction issues. Then compare billing terms, exclusions and change-approval procedures in writing with the other proposals.

12 Questions to Ask Before Hiring an M&A Attorney

Use these questions during your initial consultation. The attorney's answers - and how they answer - will tell you whether they're the right fit.

Consultation Question Checklist

Experience & Track Record

"How many business acquisitions have you personally closed in the past 24 months?"
"What's the typical deal size range you work with?"
"Can you share references where prior clients have authorized contact?"

Fee Structure & Costs

"What's your fee structure - and what's included?"
"Based on what I've described, what's the estimated total cost?"
"What's included in the fee, and what's considered out-of-scope?"

Process & Communication

"Who will actually do the work - you, or a junior associate?"
"What's your typical response time during active deal phases?"
"How do you coordinate with the buyer's lender and CPA?"

Deal-Specific Judgment

"What's the most common issue you see in deals my size, and how do you handle it?"
"How do you approach representations and warranties negotiation - which issues justify negotiation and which tradeoffs are available?"
"If a material issue surfaces during due diligence, what's your process for advising me on whether to proceed, renegotiate, or walk?"

When You Need an M&A Attorney (and When You Might Not)

You Absolutely Need an M&A Attorney

→ Most business acquisitions
→ Deals involving multiple entities or complex structures (roll-overs, earnouts, equity swaps)
→ Industries with regulatory requirements (healthcare, finance, manufacturing)
→ Deals with SBA or bank financing (lender requires attorney coordination)
→ When the other side has their own M&A attorney (you need equal counsel)
→ Any deal with an earnout, seller note, or deferred payment

A General Attorney May Suffice

→ Very small, simple deals
→ Simple all-cash asset purchases with few ancillary documents
→ Buying from a family member or close associate with minimal adversarial dynamics
→ Single-entity deals with no employees, leases, or IP to transfer

Even in these cases, confirm the general attorney has transactional (not just litigation) experience and has handled at least a few asset purchase agreements.

What Your Attorney Does at Each Stage of the Deal

Pre-LOI: Strategy & Structure

Advises on deal structure (asset vs. stock purchase), reviews target business for obvious red flags, helps you understand tax implications of different structures, and coordinates with your CPA. Coordinates legal structure questions with the separately assigned tax and valuation advisers. May draft or review the LOI before you present it.

LOI Negotiation

Reviews or drafts the letter of intent, ensuring binding provisions (exclusivity, confidentiality, expense allocation) protect you. Negotiates key deal terms - purchase price, structure, due diligence timeline, and closing conditions. Sets the framework that the purchase agreement will build upon.

Due Diligence

Manages the legal due diligence workstream: reviewing all contracts, leases, litigation, IP registrations, employment agreements, regulatory permits, and corporate documents. Identifies risks and creates a due diligence report summarizing findings. Coordinates with financial DD (your CPA) and operational DD to ensure nothing falls through the cracks.

Purchase Agreement

Drafts the definitive purchase agreement and negotiates every provision with the seller's counsel. This includes representations and warranties, indemnification provisions (caps, baskets, survival periods), working capital adjustments, non-compete and non-solicitation covenants, and all closing conditions.

Ancillary Documents

Drafts or reviews the supporting documents: seller note and security agreements, escrow agreements, non-compete/non-solicitation agreements, employment or consulting agreements for transitioning owners, transition services agreements, assignment and assumption agreements for contracts and leases, and third-party consents.

Closing & Post-Closing

Coordinates the simultaneous closing - ensuring all documents are signed, funds are transferred, lender requirements are met, and entity transfers are properly filed. Post-closing: reviews legal provisions governing working-capital adjustments and claims, with the accountant responsible for calculations under its own assignment; any post-closing legal work follows the engagement scope.

Ready to Talk About Your Acquisition?

At Acquisition Stars, managing partner Alex Lubyansky leads every engagement, with an associate supporting the work. In practice since 2013. The engagement letter states the scope before work begins.

Submit your transaction details for review. We will assess your deal and outline the engagement for buyer-side or seller-side representation.

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2013

In Practice Since

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Transaction Counsel

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Alex Leads Every Engagement

Frequently Asked Questions

How much does a business acquisition lawyer cost?

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Business acquisition lawyer fees vary significantly based on deal size, complexity, industry, and the scope of legal work required. Key factors include the number of entities involved, regulatory requirements, whether it is an asset or stock purchase, and the extent of due diligence needed. Fee structures vary by firm. Hourly engagements with defined retainers are most common for complex M&A work. The best approach is to request an engagement assessment so the attorney can scope the work and provide a clear estimate for your specific transaction.

Do I need an M&A attorney to buy a business?

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For most acquisitions, yes - an M&A attorney is essential. The purchase agreement alone contains dozens of provisions that directly affect your financial exposure: representations and warranties, indemnification caps, basket thresholds, escrow terms, non-compete clauses, and working capital adjustments. Ask the proposed lawyer how their relevant transaction experience and specialist coverage fit these provisions. For very small, simple deals, a general business attorney familiar with asset purchases may suffice, but verify they have transactional (not just litigation) experience.

What's the difference between an M&A attorney and a business attorney?

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An M&A attorney specializes in buying and selling businesses - they negotiate purchase agreements, structure deals, manage due diligence, and close transactions regularly. A general business attorney handles a broad range of matters including contracts, employment law, real estate, and litigation. The difference matters because M&A involves highly specialized documents and negotiation dynamics. Ask the proposed attorney about comparable acquisition work, purchase agreement negotiations and specialist coverage. Evaluate the proposed attorney’s actual experience and the team assigned to the work.

When should I hire an M&A attorney in the acquisition process?

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Hire your M&A attorney before you sign the letter of intent (LOI). Many buyers wait until after the LOI, but this is a mistake - the LOI sets the framework for the entire deal, including binding provisions like exclusivity, confidentiality, and expense allocation. Your attorney should review (or draft) the LOI, advise on deal structure (asset vs. stock), help you negotiate key terms, and begin planning the due diligence process. Hiring early also gives your attorney time to coordinate with your lender and CPA.

Should I hire a local attorney or a national M&A firm?

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Evaluate relevant transaction experience, availability and the legal work required in each jurisdiction. Ask the proposed team to explain its authority to handle that work, any local counsel required and how specialists will participate. Location alone leaves those questions unresolved.

What questions should I ask an M&A attorney before hiring them?

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The five most important questions are: (1) How many business acquisitions have you personally closed in the past 12 months? (2) What is your fee structure and what's included vs. out-of-scope? (3) Who will actually do the work - the partner I'm meeting with, or a junior associate? (4) Can you provide references from buyers who completed acquisitions in my deal size range? (5) What's your typical timeline from LOI to closing, and how do you coordinate with my lender and CPA? Evasive answers to any of these should raise concerns.

What does an M&A attorney actually do during a business acquisition?

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An M&A attorney handles six major workstreams: (1) LOI review and deal structuring - advising on asset vs. stock purchase, tax implications, and key deal terms. (2) Due diligence - reviewing contracts, leases, litigation, IP, employment agreements, and regulatory compliance. (3) Purchase agreement drafting and negotiation - the definitive document that governs the entire transaction. (4) Ancillary documents - non-compete agreements, employment agreements, escrow agreements, and transition services agreements. (5) Closing coordination - managing the simultaneous signing of all documents and fund transfers. (6) Post-closing support - working capital adjustments, indemnification claims, and transition issues.

How do I know if my M&A attorney is good?

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Three signs of a strong M&A attorney: (1) They ask about your business goals before discussing legal strategy - understanding why you're acquiring helps them structure protections that matter. (2) They explain available choices and consequences so you can decide which risks are acceptable. (3) They keep the deal moving - ask how counsel investigates a problem, proposes available protections and advises when a transaction should stop. Resolve concerns about missed agreed response times, unclear explanations and relevant transaction experience before engagement.

Can I use the same attorney as the seller?

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Buyers and sellers can have conflicting interests in price, disclosure, risk allocation and remedies. Discuss the proposed representation, any conflict, available independent advice and applicable adopted professional rules with counsel. Identify which client the lawyer represents and what advice you can rely on before accepting an arrangement.

How do I compare two acquisition lawyer proposals?

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Give each team the same transaction summary, then compare deliverables, assigned counsel, assumptions, exclusions, outside charges and fees if the deal stops. Clarify differences in writing before comparing estimates. Use the attorney scope and fee proposal worksheet to record the answers; you can also request an engagement assessment with the information available.

What questions should I ask about an M&A attorney's fee structure?

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Ask how the engagement is scoped, what work is included, and what triggers additional billing. Ask what has driven cost overruns in similar transactions. Ask who will be doing the work and whether the engagement letter specifies that clearly. The goal is to understand cost drivers before signing, not after. Request an engagement assessment to understand the full scope and cost structure before committing.

Legal counsel for this topic

Acquisition Stars handles M&A transactions nationwide and works with securities counsel on securities matters. Alex Lubyansky leads the M&A engagements.

Closest fit for this topic Business acquisition lawyer Legal counsel for buyers from letter of intent through closing.

Buy-side M&A counsel Buy-side M&A counsel for business acquisitions. Due diligence attorney Legal due diligence for acquisitions and divestitures. Michigan service areas Acquisition Stars serves clients across Michigan and nationwide.