Global Law Experts
Discover independent M&A lawyers recognized by Global Law Experts. Connect with top legal experts in mergers and acquisitions worldwide.
Mergers and Acquisitions (M&A) represent the most transformative events in a corporation’s lifecycle, involving the consolidation of companies or assets through various types of financial transactions. This practice area encompasses a wide spectrum of deal structures, including tender offers, asset purchases, and management buyouts. Attorneys provide the vital legal architecture for these deals, managing everything from the initial non-disclosure agreements (NDAs) and letters of intent (LOI) to the final execution of the definitive purchase agreement.
Global Law Experts connects you with premier M&A specialists who excel in the high-pressure environment of deal-making. These lawyers are established experts within their own fields, offering the analytical depth required to navigate complex tax structuring, employment transfers, and intellectual property assignments. Whether you are orchestrating a cross-border merger or a strategic divestiture of a non-core business unit, they provide the strategic advocacy needed to identify hidden liabilities, negotiate favorable indemnification terms, and ensure a seamless transition of ownership.
Every GLE member is independently vetted by practice area and jurisdiction.
An M&A lawyer acts as the project manager for the entire transaction, moving beyond just drafting contracts to becoming the primary risk gatekeeper. Their role involves structuring the deal to minimize tax and liability exposure, conducting due diligence to verify the target’s value, and negotiating the purchase agreement to allocate risk between buyer and seller. They also coordinate the army of specialists—from tax advisors to antitrust experts—needed to close the deal, ensuring that a regulatory oversight (like a missing environmental permit) doesn’t derail a transaction that can take months to finalize.
The choice depends on whether you want to inherit liability or maximize tax benefits. In a Stock Purchase, the buyer acquires the entity “warts and all,” including all unknown debts and lawsuits, which sellers prefer because it is cleaner and allows them to pay lower capital gains taxes. In an Asset Purchase, the buyer “cherry-picks” only the desirable assets (like customer lists or IP) and leaves the liabilities behind; this is often preferred by buyers in the US because it allows for a “step-up in basis,” enabling them to write off the asset costs for tax purposes again, though it is legally more complex to transfer every individual contract.
An LOI is a preliminary document that outlines the price and key terms of the deal before the heavy legal work begins. Crucially, it is generally non-binding regarding the actual sale—meaning either party can walk away without penalty if they change their minds—but it does contain binding clauses for confidentiality and “exclusivity” (No-Shop). This binding exclusivity prevents the seller from talking to other buyers for a set period (usually 30–60 days), giving the buyer the security to spend money on expensive due diligence without fear of being outbid.
Legal due diligence is a forensic audit where lawyers scour thousands of documents in a “virtual data room” to validate that the seller actually owns what they are selling. They look for “change of control” clauses in customer contracts that might allow clients to cancel the deal upon sale, pending litigation that could bankrupt the company, and gaps in intellectual property ownership (like a developer who never signed an IP assignment). In 2024, due diligence periods have lengthened as buyers scrutinize data privacy and AI usage risks more aggressively than before.
Representations and Warranties (R&W) are the statements of fact the seller makes about the business, such as “we have paid all our taxes” or “our software doesn’t infringe any patents.” They are lengthy because they form the basis for the buyer’s right to sue; if any statement proves false after closing, the buyer can claim damages for breach of contract. Sellers try to qualify these with “knowledge qualifiers” (e.g., “to the best of our knowledge”) to limit liability, while buyers push for absolute statements to shift the risk back to the seller.
An earn-out is a mechanism used when the buyer and seller cannot agree on the price: the buyer pays a portion upfront, and the rest is paid later only if the company hits specific performance targets (like revenue or EBITDA) post-closing. While this solves the immediate valuation dispute, earn-outs are notoriously litigious; roughly 26-33% of private M&A deals now include them, but they frequently lead to disputes over whether the buyer “sabotaged” the company’s performance to avoid paying the bonus.
Yes, if your deal size exceeds the federal threshold—which was raised to $133.9 million in early 2026—you must file a notification with the FTC and DOJ and wait 30 days before closing. This is not just a formality; the filing requires a complex analysis of your market share and “Item 4(c)” documents (your internal strategy papers analyzing the deal’s competition impact). Failure to file can result in civil penalties of over $50,000 per day, making professional legal counsel essential to determine if you trigger the requirement.
An indemnification cap limits the total amount of money a seller might have to pay back to the buyer if they breach the contract. In private deals without insurance, this cap is typically negotiated to be around 10% to 20% of the total purchase price, protecting the seller from having to refund the entire deal value for a minor issue. However, for “fundamental reps” (like owning the shares), the cap usually remains at 100% of the purchase price, ensuring the buyer can recover their full investment if the seller didn’t actually own the company they sold.
An M&A lawyer acts as the project manager for the entire transaction, moving beyond just drafting contracts to becoming the primary risk gatekeeper. Their role involves structuring the deal to minimize tax and liability exposure, conducting due diligence to verify the target’s value, and negotiating the purchase agreement to allocate risk between buyer and seller. They also coordinate the army of specialists—from tax advisors to antitrust experts—needed to close the deal, ensuring that a regulatory oversight (like a missing environmental permit) doesn't derail a transaction that can take months to finalize.
The choice depends on whether you want to inherit liability or maximize tax benefits. In a Stock Purchase, the buyer acquires the entity "warts and all," including all unknown debts and lawsuits, which sellers prefer because it is cleaner and allows them to pay lower capital gains taxes. In an Asset Purchase, the buyer "cherry-picks" only the desirable assets (like customer lists or IP) and leaves the liabilities behind; this is often preferred by buyers in the US because it allows for a "step-up in basis," enabling them to write off the asset costs for tax purposes again, though it is legally more complex to transfer every individual contract.
An LOI is a preliminary document that outlines the price and key terms of the deal before the heavy legal work begins. Crucially, it is generally non-binding regarding the actual sale—meaning either party can walk away without penalty if they change their minds—but it does contain binding clauses for confidentiality and "exclusivity" (No-Shop). This binding exclusivity prevents the seller from talking to other buyers for a set period (usually 30–60 days), giving the buyer the security to spend money on expensive due diligence without fear of being outbid.
Legal due diligence is a forensic audit where lawyers scour thousands of documents in a "virtual data room" to validate that the seller actually owns what they are selling. They look for "change of control" clauses in customer contracts that might allow clients to cancel the deal upon sale, pending litigation that could bankrupt the company, and gaps in intellectual property ownership (like a developer who never signed an IP assignment). In 2024, due diligence periods have lengthened as buyers scrutinize data privacy and AI usage risks more aggressively than before.
Representations and Warranties (R&W) are the statements of fact the seller makes about the business, such as "we have paid all our taxes" or "our software doesn't infringe any patents." They are lengthy because they form the basis for the buyer's right to sue; if any statement proves false after closing, the buyer can claim damages for breach of contract. Sellers try to qualify these with "knowledge qualifiers" (e.g., "to the best of our knowledge") to limit liability, while buyers push for absolute statements to shift the risk back to the seller.
An earn-out is a mechanism used when the buyer and seller cannot agree on the price: the buyer pays a portion upfront, and the rest is paid later only if the company hits specific performance targets (like revenue or EBITDA) post-closing. While this solves the immediate valuation dispute, earn-outs are notoriously litigious; roughly 26-33% of private M&A deals now include them, but they frequently lead to disputes over whether the buyer "sabotaged" the company's performance to avoid paying the bonus.
Yes, if your deal size exceeds the federal threshold—which was raised to $133.9 million in early 2026—you must file a notification with the FTC and DOJ and wait 30 days before closing. This is not just a formality; the filing requires a complex analysis of your market share and "Item 4(c)" documents (your internal strategy papers analyzing the deal's competition impact). Failure to file can result in civil penalties of over $50,000 per day, making professional legal counsel essential to determine if you trigger the requirement.
An indemnification cap limits the total amount of money a seller might have to pay back to the buyer if they breach the contract. In private deals without insurance, this cap is typically negotiated to be around 10% to 20% of the total purchase price, protecting the seller from having to refund the entire deal value for a minor issue. However, for "fundamental reps" (like owning the shares), the cap usually remains at 100% of the purchase price, ensuring the buyer can recover their full investment if the seller didn't actually own the company they sold.
Global Law Experts is dedicated to providing exceptional legal services to clients around the world. With a vast network of highly skilled and experienced lawyers, we are committed to delivering innovative and tailored solutions to meet the diverse needs of our clients in various jurisdictions.
Global Law Experts is dedicated to providing exceptional legal services to clients around the world. With a vast network of highly skilled and experienced lawyers, we are committed to delivering innovative and tailored solutions to meet the diverse needs of our clients in various jurisdictions.
Send welcome message
