What Does a M&A Lawyer Do? 8 Key Responsibilities You Need - Petersen

Buying or selling a business is one of the most significant milestones in an entrepreneur’s journey. It’s also one of the most complex. Every merger, acquisition, or investment transaction involves dozens of moving parts, financial, legal, operational, and human. That’s where a Mergers & Acquisitions (M&A) lawyer comes in. Far from just “papering the deal,” a good M&A attorney acts as strategist, project manager, negotiator, and risk mitigator, all rolled into one. Here’s what that really means in practice.

What Does an M&A Lawyer Do? 8 Key Responsibilities

An M&A lawyer performs several key responsibilities when you are buying or selling a business. An M&A lawyer has 8 key responsibilities that you need to be aware of:

Translating the Business Deal Into a Legal Framework
Managing Due Diligence
Drafting and Negotiating the Deal Documents
Coordinating the Deal Team
Identifying and Allocating Risk
Negotiating to a Practical, Market-Based Result
Closing the Deal
Post-Closing Support and Integration

1. Translating the Business Deal Into a Legal Framework

Every transaction starts with a business agreement between the buyer and seller: the price, the timing, and what’s being sold. The M&A lawyer’s first job is to turn that handshake into a binding legal structure. This means advising on:

Deal structure: Should the buyer purchase the company’s stock or its assets? Should the seller roll over equity or retain a minority stake?
Tax implications: Asset sales and stock sales are taxed differently. M&A counsel coordinates with tax advisors to minimize the total tax burden.
Liability management: In a stock sale, the buyer assumes all company liabilities; in an asset sale, they can often exclude unwanted ones.
Entity setup: Sometimes the deal requires creating new holding companies or subsidiaries to accommodate financing, rollovers, or earnouts.

A seasoned M&A lawyer helps clients understand not just what structure is possible, but why it matters to the economics, taxes, and future flexibility of the business.

2. Managing Due Diligence

Due diligence is the deep dive into a target company’s financial, legal, and operational conditions. M&A lawyers lead and coordinate this process.

They prepare, review, and analyze:

Corporate records (charters, bylaws, board consents)
Key contracts (customer, vendor, lease, financing, and employment agreements)
Litigation, regulatory, and environmental matters
Intellectual property, permits, and licenses
Employee and benefit plans
Compliance with state and federal laws

For sellers, the lawyer organizes this information into a virtual data room and ensures it’s complete, accurate, and well-presented. For buyers, the lawyer reviews the materials to identify risks, obligations, or deal-breakers.

Ultimately, diligence findings drive negotiation of the purchase agreement, shaping representations, warranties, indemnities, and sometimes the price itself.

3. Drafting and Negotiating the Deal Documents

This is the part most people picture when they think of M&A law: the mountain of documents that make up the transaction. But it’s not just paperwork; it’s the blueprint for the entire deal. Core documents include:

Letter of Intent (LOI): Establishes key terms before legal expenses mount.
Purchase Agreement: The main contract setting price, structure, representations, warranties, covenants, indemnities, and closing conditions.
Disclosure Schedules: Attachments that qualify representations and list specific exceptions.
Employment, Consulting, and Non-Compete Agreements: Retaining management post-closing.
Promissory Notes, Security Agreements, and Guaranties: For transactions involving seller financing.
Transition Services Agreements: When sellers temporarily provide support after closing.

Each provision in these documents balances competing interests, like seller protection vs. buyer certainty, flexibility vs. enforceability.

An experienced M&A attorney doesn’t just “mark up” documents. They understand market norms, where to compromise, and when to hold firm.

4. Coordinating the Deal Team

A single transaction can involve accountants, tax advisors, investment bankers, lenders, and insurance brokers, often across entities or time zones. The M&A lawyer is the hub of that wheel, balancing competing objectives against a single preferred outcome. They:

Manage the flow of drafts, diligence, and closing deliverables.
Track key deadlines (financing commitments, regulatory filings, notice periods).
Coordinate signatures and escrow logistics.
Ensure compliance with confidentiality and exclusivity terms.

In middle-market deals, this coordination is critical. One missed consent, one unsigned resolution, or one late closing certificate can delay funding. Or, worst case scenario, it could even kill the deal entirely.

5. Identifying and Allocating Risk

Every deal carries risk, whether it’s tax exposure, contract defaults, environmental issues, or customer concentration. M&A lawyers identify those risks and allocate them through contract provisions. Examples include:

Representations and warranties that disclose the true condition of the business.
Indemnification clauses that determine who pays if something goes wrong post-closing.
Escrows and holdbacks that secure those obligations.
Material Adverse Effect clauses that protect buyers from major pre-closing events.

A strong M&A attorney helps clients understand which risks are theoretical and which are real, and it ensures the contract assigns responsibility accordingly.

Related Article: The M&A Market is Poised for an Uptick

6. Negotiating to a Practical, Market-Based Result

Good M&A lawyers are deal-makers, not deal-breakers. Their goal isn’t to “win” every point—it’s to close a transaction that achieves the client’s objectives with acceptable risk. That requires balancing advocacy with pragmatism:

Knowing when a term is truly market-standard and when it’s aggressive.
Understanding which issues lenders or investors will accept.
Recognizing when pushing too hard could jeopardize trust between the parties.

Experienced counsel brings not only legal skill but also judgment, which boils down to the ability to calibrate how far to push, when to concede, and how to keep momentum.

7. Closing the Deal

As closing approaches, the M&A lawyer manages the final sprint:

Assembling signature packets and execution versions.
Confirming payoff amounts for debt and liens.
Coordinating wire instructions, escrow accounts, and closing certificates.
Reviewing final calculations of purchase price adjustments.
Ensuring all regulatory or third-party consents have been obtained.

Once the transaction closes, the lawyer oversees post-closing deliverables such as UCC filings, employment transitions, and escrow releases.

8. Post-Closing Support and Integration

After the confetti settles, the M&A lawyer helps the client navigate integration and compliance:

Advising on contract assignments and renewals.
Handling post-closing disputes or indemnity claims.
Ensuring employment, insurance, and tax registrations are properly updated.
Assisting with earnout calculations or rollover equity documentation.

Because M&A lawyers understand the deal’s full structure, they’re often the client’s ongoing point of contact for corporate governance and future transactions.

The Human Side of M&A

Deals aren’t just about numbers; they’re about people. Owners are often selling their life’s work; buyers are betting their capital and reputation. An effective M&A lawyer recognizes that emotional context and helps manage it.

They keep negotiations professional when tension rises, ensure communication remains constructive, and protect relationships so the parties can work together post-closing.

In middle-market transactions, this empathy and composure are as valuable as technical skill.

Why Experience Matters with an M&A Lawyer

Every deal is different, but patterns repeat. The more transactions an attorney has handled, the better they can:

Spot red flags early.
Anticipate buyer or seller tactics.
Simplify complex structures.
Close efficiently.

That’s why choosing the right M&A lawyer isn’t just about hourly rates; it’s about value. An experienced, pragmatic attorney can often save multiples of their fee by avoiding delays, disputes, and tax missteps.

Get Premier Counsel from an M&A Lawyer. Contact Us Today.

An M&A lawyer is more than a contract drafter. They’re a strategist, negotiator, and advisor who ensures that when the ink dries, the deal truly works as intended, for today and for the future.

At Petersen + Landis PC, our M&A attorneys handle transactions across industries and deal sizes, from founder-led business sales to multi-entity acquisitions. We focus on practical solutions, efficient execution, and protecting what our clients have built.

If you’re considering a sale, acquisition, or investment, start by understanding what an M&A lawyer really does, and why the right one can make all the difference.

Big-firm experience. Boutique responsiveness. Shared success.