Comprehensive Legal Support for M&A Transactions
Before a business can be sold or scaled, it must be built on the right legal foundation. Aprio Legal offers M&A legal services that set you up for success – and eventual transition.
We focus on mitigating risk, structuring deals that work, and protecting your long-term interests – before, during, and after the transaction.
Our M&A attorneys provide:
Sell-side M&A legal support
Position your business for sale, respond to due diligence, and negotiate favorable terms with minimal disruption
Buy-side M&A attorney services
Identify red flags, structure offers, and manage risk in acquisitions and roll ups
Entity formation guidance
Navigate entity-specific challenges, such as shareholder agreements, internal buyouts, and succession issues
Contract drafting and negotiation
Assist with letters of intent, purchase agreements, equity terms, earnouts, and restrictive covenants
Advise on tax implications
In coordination with Aprio tax professionals, we help structure transactions to mitigate exposure and maximize after-tax proceeds
Aprio Legal has the experience to handle deals of all sizes, whether you're a start-up or pursuing opportunities in the hundreds of millions of dollars.
Tailored Legal Guidance
for Sellers, Buyers, and Business Leaders
No two transactions – or clients – are the same. Aprio Legal crafts its legal strategies to support the specific challenges and goals of each stakeholder.
We Serve:
Business owners planning their exit
Our business exit planning legal services guide you through legal readiness well before you go to market, from entity cleanup and ownership structure to aligning your contracts, governance, and IP for a smoother due diligence process.
When it’s time to negotiate, we help you prioritize terms that protect your interests and legacy.
In-house counsel and finance teams
We serve as an experienced legal extension of your deal team, taking on contract drafting, diligence oversight, or tax structuring review as needed. Our close coordination with Aprio’s CPA and valuation professionals reduces friction and keeps the transaction moving.
Why Choose Aprio Legal for Mergers & Acquisitions
Our M&A attorneys have walked in your shoes as entrepreneurs, business owners, and corporate advisors. That firsthand experience shapes how we support clients through high-stakes transactions.
Our connected team delivers legal strategy through Aprio’s integrated ecosystem, combining legal, tax, valuation, and advisory services to support your business from formation to exit.
Our attorneys have led and structured transactions across industries, from startups and family business to Fortune 1000 companies and professional sports organizations.
We provide outside general counsel services to businesses navigating growth, crisis, or ownership transition, giving clients access to legal guidance that adapts to their needs.
With a deep understanding of both transactional law and business realities, we approach each deal with the goal of advancing your interests beyond simply checking legal boxes.
From complex negotiations to the human side of exit planning, we bring empathy, strategy, and real-world judgment to our engagements.
Schedule a Call With Our M&A Attorneys
Every transaction is a turning point. Preparing to sell? Exploring an acquisition?
Aprio Legal can help clients position themselves for long-term success.
Meet Our M&A Team
Our team has advised on hundreds of private company transactions, from single-owner exits to multi-million-dollar strategic acquisitions. We help clients approach each transaction with control, insight, and peace of mind.
Frequently Asked Questions
Selling a privately held company requires a coordinated set of legal services to protect the seller’s interests, maintain compliance, and facilitate a smooth transaction.
Ideally, an entity should undergo:
- Pre-sale legal review and preparation
- Deal structuring and strategy
- Letter of intent and NDA negotiation
- Due diligence support
- Purchase agreement drafting and negotiation
- Employment and transition matters
- Regulatory and compliance support
- Closing and post-sale advisory
Aprio Legal can provide strategic, tax-informed legal counsel throughout the stages of a buy-side M&A transaction.
- Preacquisition strategy and structuring: We help you evaluate the best deal structure – asset purchase, stock acquisition, or merger – while aligning with your investment goals and the tax implications of acquiring a business.
- Legal due diligence: We conduct comprehensive legal reviews of the target business, flagging contractual risks and liabilities, employment and compliance issues, intellectual property ownership, and corporate governance and litigation exposure.
- Drafting and negotiating transaction documents: Our attorneys negotiate and tailor key documents to protect your investment using letter of intent (LOI), indemnification provisions, earnouts, escrow terms, and closing conditions.
- Regulatory and contractual compliance: WE manage third-party consents, business license transfers, contract assignments, and any regulatory approvals required to close.
- Post-closing integration support: After the deal closes, we help you address transitions, contract novation, and any new governance needs – and coordinate with the Aprio teams on tax filings and structural realignments.
The tax consequences of selling a business can significantly impact how much value you ultimately retain. There are factors that influence your tax exposure, including deal structure, asset allocation, and entity type.
For example, asset sales may lead to depreciation recapture, while stock sales typically result in capital gains. Your entity type (LLC, S Corp, C Corp) also affects how proceeds are taxed. Similarly, installment sales may defer taxes, and multi-state operations can create added complexity.
Aprio Legal works closely with Aprio’s tax advisors to help structure deals that reduce tax exposure and support long-term planning.
Absolutely. Aprio Legal provides entity formation services that go beyond filing paperwork. We help you choose the right business structure based on liability, tax treatment, and long-term goals.
Our attorneys can draft governing documents, operating agreements, and ownership terms to reduce risk and overcome disputes.
Our team can align your legal and financial structure from day one.
Aprio Legal works hand-in-hand with CPAs, tax strategists, and valuation advisors to deliver fully integrated M&A support.
From deal structuring and purchase price allocation to analyzing the tax implications of selling a business, our legal and tax teams collaborate in real time to reduce the exposure and align aspects of the transaction with your financial goals.
This unified approach streamlines decision-making, manages conflicts between advisors, and supports better outcomes – before, during, and after the deal closes.
When selecting a legal practitioner for business acquisition, consider their extensive experience with buy-side M&A.
They should have a good understanding of the industry in which your business operates to make sure they are familiar with the specific legal and regulatory issues that may arise.
Depending on the size and complexity of the transaction, you may need an attorney who can manage these deals and have a network that can help with SEC filing requirements.
Look for someone who can help you throughout the full lifecycle of the deal.
Yes. Aprio Legal offers estate planning services to help you protect your proceeds, reduce tax exposure, and plan for the next chapter.
We help clients establish trusts, restructure assets, and create long-term legacy plans.
Aprio Legal prides itself on having an integrated approach, combining legal, tax, and valuation services under one advisory ecosystem.
Unlike traditional M&A law firms, we work side-by-side with CPAs and financial specialists to align your transaction strategy across disciplines.
Our attorneys also bring real-world business insights, advising company owners, investors, and operators from pre-deal planning through post-sale transition.