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Legal Services

Mergers and Acquisitions Legal Services

Aprio Legal delivers legal support for business acquisitions and sales, combining strategic insight with experienced counsel. Our team helps business owners and investors structure, negotiate, and close deals with integrated legal, tax, and transition planning – all under one roof.

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:

Entrepreneurs and private equity buyers

We act as strategic legal advisors who dig deep into the target’s legal framework, flagging risks, negotiating protections, and making sure the deal structure aligns with your investment thesis and post-acquisition plans.

Business owners planning their exit

Our legal team helps you prepare for a successful exit long before you go to market. We review entity structure, ownership alignment, contracts, governance, and intellectual property to strengthen your position during diligence.

Closely-held and family-run businesses

Family business transactions often involve complex dynamic beyond the deal itself. Our attorneys help address shareholder alignment, establish succession frameworks while maintaining legal integrity.

First-time sellers and founder-led businesses

Selling your business for the first time can be overwhelming. We walk you through the steps, helping you understand the process, evaluate offers, and overcome common pitfalls.

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.

Frequently asked questions

What legal services are needed to sell a privately held company?

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
How does Aprio Legal support buy-side M&A transactions?

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.
What are the tax implications of selling a business?

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.

Can Aprio Legal help with entity formation and structuring?

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.

How does Aprio Legal integrate tax and legal advice for M&A?

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.

What should I consider when choosing an attorney for a business acquisition?

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.

Does Aprio Legal provide estate planning after a business sale?

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.

How does Aprio Legal differ from other M&A law firms?

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.

Partner with Aprio

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. Speak to an M&A attorney

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.