Hiring Attorneys for M&A: How to Avoid Costly Mistakes During a Business Sale
- Dr Allen Nazeri DDS MBA
- Apr 15
- 4 min read
When it comes to selling your business, few decisions are more critical than hiring attorneys for M&A transactions. Choosing the wrong legal advisor—or bringing them in too late—can lead to delays, rising costs, and in some cases, a failed deal. Whether this is your first sale or you’ve been through M&A before, understanding how to vet and select the right legal partner is essential to achieving a smooth, successful closing.
Hiring Attorneys for M&A: Experience Matters More Than Familiarity
One of the most common mistakes sellers make is hiring a general business attorney or a friend or family lawyer. While these individuals may be competent in general contract or corporate law, competence is not the same as experience—and M&A requires both.
An experienced M&A attorney understands how to structure complex transactions, identify risk exposures, and work proactively with your M&A advisor to keep the deal on track. Earnouts, rollover equity, indemnifications, working capital adjustments—these are not standard issues, and generalists can easily become overwhelmed. That slows momentum, introduces legal risk, and often frustrates potential buyers.
Hiring Attorneys for M&A: Align Legal Fees With the Goal of Closing
One of the most overlooked aspects of hiring attorneys for M&A is the fee structure. Sellers often default to hourly billing, but that model doesn’t always create urgency. In fact, it can do the opposite—delaying the process while running up the bill.
A better alternative is a fixed fee or tiered fee structure with performance-based incentives. For example, some sellers negotiate clauses where a portion of the fee is waived or reduced if the deal doesn’t close. This creates alignment: your attorney is financially motivated to keep the transaction moving and close efficiently.
On the sell-side, legal fees typically range from 1% to 4% of the transaction value, with lower percentages applied to larger deals. These fees usually cover contract review, negotiation, and seller-side representation.
On the buy-side, legal costs are often higher, ranging from $50,000 to over $1 million. That’s because the buyer’s legal team is responsible for drafting the deal documents, conducting due diligence, and coordinating regulatory and compliance matters. The additional workload and responsibility justify the increased fee range.
Hiring Attorneys for M&A: Accessibility Can Make or Break the Deal
Even the most skilled attorney can compromise a deal if they’re not responsive. M&A timelines move fast. Delayed communication or limited availability can lead to stalled negotiations and deal fatigue—a leading reason deals fall apart.
Before engaging an attorney, clarify expectations around availability, turnaround time, and how they prefer to communicate. You want someone who’s not only experienced, but proactive, collaborative, and reachable when it counts.
Hiring Attorneys for M&A: What If You Have a Family or Friend Attorney?
It’s natural to want to involve someone you trust—especially if they’re a family member or long-time friend. But that relationship shouldn’t come at the expense of deal success. If you’d like to include them, consider having them join the team in a supporting role, while allowing an experienced M&A attorney to lead the transaction.
This preserves the relationship while still ensuring the deal is handled by someone with the right experience. Remember: competence + experience = success in M&A.
Final Thoughts on Hiring Attorneys for M&A Transactions
Hiring attorneys for M&A is not a formality—it’s a strategic decision that can directly impact whether your deal closes and how protected you are after closing. Bring your attorney in early, ideally at the LOI stage, so they can weigh in on exclusivity, deposits, diligence scope, and governing law before terms are locked in.
And most importantly, rely on your M&A advisor for referrals. Reputable advisors work alongside seasoned legal counsel across dozens, sometimes hundreds of transactions, and can help connect you to attorneys who are deal-tested, reasonably priced, and accessible when it matters most.
No matter the size of your deal, your attorney’s role is not just to paper the transaction—they’re there to protect it.
Dr. Allen Nazeri, aka "Dr. Allen," boasts over 30 years of global experience as a healthcare entrepreneur. He is the Managing Director at American Healthcare Capital and Managing Partner at PRIME Exits. Dr. Allen provides strategic growth consulting to leadership teams of both privately held and publicly listed companies, ensuring their preparedness for successful exits.
He holds a Dental Degree from Creighton University and an MBA in M&A and Investment Banking from the University of Bedfordshire. He is also a Certified M&A Professional (CM&AP) from Kennesaw State University.
Dr. Allen is the author of two books on M&A:
He offers a free valuation to business owners ready for a partial or complete exit strategy. Dr. Allen collaborates with strategic buyers, private equity firms, and institutional investors, taking direct accountability for the annual successful sell-side representation of nearly $750M in enterprise value.
To have a confidential discussion about your company and receive a free valuation, email:Allen@ahcteam.com or Allen@ahcpexits.com
You can now communicate directly with Dr. Allen's AI clone:https://www.delphi.ai/drallen
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