Legal advice alongside the bankers
M&A advisory is a phrase used for two different jobs. Investment banks and business brokers usually handle valuation, marketing the company, and finding buyers, while lawyers handle structure, documents, regulatory questions, and the allocation of risk in the contract. The two roles overlap during negotiation, and owners often benefit when both sets of advisors are involved before terms are proposed rather than after. An owner selling a company for the first time may not have a bank at all, and in smaller transactions legal counsel sometimes ends up guiding much of the process. Engagement letters with financial advisors deserve a careful read of their own, since fee tail provisions and exclusivity can follow the seller long after the engagement ends.
Seller-side and buyer-side questions differ
On the sell side, early advice usually covers cleaning up corporate records, deciding what to disclose and when, and protecting confidential information through a nondisclosure agreement before anything sensitive is shared. Sellers also need to think about the post-closing exposure they are willing to accept, including indemnity limits, escrows, and any earnout tied to future performance. On the buy side, the focus shifts to what diligence must confirm, how the purchase will be financed, and which approvals stand between signing and closing. For both sides, tax treatment and the plan for key employees often drive structure as much as price does. Founders who will stay on after the sale should look closely at their own employment and restrictive covenant terms.
How an engagement usually begins
In a first meeting we ask what you are trying to accomplish, what conversations have already happened, and whether a term sheet or letter of intent is on the table. Exclusivity and confidentiality obligations in an early letter can bind you even when the main terms are labeled nonbinding, so we read them before you sign. We then sketch a likely timeline, identify the approvals that may be needed, and suggest other advisors, such as accountants or industry consultants, worth bringing in. Our role is to give legal advice on the transaction; we do not act as a broker or provide valuation opinions. If a deal is already in motion, we start with the document closest to being signed.
