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What Does a Lawyer Do in an SMB M&A Transaction?

Buyers and sellers of small businesses often ask me what I will do for them if they engage me to represent them in the transaction.

I typically fill the following roles:

  • Legal Document Drafter - I draft all the legal documents associated with the transaction, including the letter of intent, purchase agreement, and legal documents needed for closing. Each transaction, buyer, and seller is unique, so drafting legal documents entails customizing the documents to fit the transaction and the parties.

  • Legal Document Reviewer - I review all the legal documents drafted and presented by the other side to interpret them, assess risks to my client, and suggest recommended changes to protect my client, tailor the documents to the transaction, or clarify the language in the document.

  • Negotiator - I develop negotiation strategies and negotiate the terms and conditions of the legal documents, using my experience to obtain customary changes and to overcome the other side's unreasonable positions.

  • Coach/Advisor - My client often will have many questions and concerns about the transaction and the legal documents. I coach them through the process of buying or selling a small business by answering those questions, explaining the process, advising on critical decisions, and easing their anxieties by helping them understand what's customary. I act as a filter to help my clients prioritize issues and weigh solutions.

  • Project Manager - Transactions have many tasks that need to be accomplished before closing. Many require interaction with others (e.g., a lender, lender's counsel, landlord, etc.). Many must be completed at certain times during the process. Often, tasks must be worked on parallel tracks or simultaneously. I create a plan for performing all the legal tasks involved in the transaction and then manage that plan to see that all tasks are completed in preparation for the closing. Many times, I also manage the closing.

As you can see, I have many roles and responsibilities in a transaction. What you get when you engage me is a package of services I have developed over three decades to get you to closing smoothly. If you want to discuss how I might be able to help you with your transaction, please get in touch with me at


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