What should I ask an M&A lawyer before I hire them to sell my business?

Ask five things: whether the lawyer has ever been the client on the company side of a deal, who will actually do the work, how they bill and whether they give a budget up front, what they would charge to review your banker's engagement letter, and what the whole sale is likely to cost in legal fees. The answers tell you more than the firm's name does.

Founders spend months choosing a banker and an afternoon choosing a lawyer. The lawyer is the one who negotiates the purchase agreement, the indemnity and the earnout. Those terms decide how much of the price you actually keep.

These are the questions worth asking, and how I answer them.

1. Have you ever been the client?

Most deal lawyers have only seen a sale from outside counsel's desk. Ask whether yours has sat in the company's chair: hired the bankers, lived with the purchase agreement after closing, and answered to a board when a deal term went sideways. I spent nearly a decade doing M&A at Schulte Roth & Zabel and BakerHostetler, then 7 years as a General Counsel on the company side of the table. 17+ years, 500+ closed transactions.

2. Who will actually do the work?

At a large firm, the partner you meet may hand the drafting to associates you never see. Ask directly. At IRC Legal, I lead the engagement and do the work myself. There is no associate layer.

3. How do you bill, and will I get a budget?

Deal work is usually hourly. Ask for a realistic budget up front and how the lawyer will tell you when the deal is pushing past it. I bill $680 to $800 an hour depending on the matter, give a realistic budget at the start, and keep you posted against it.

4. What will it cost to review the banker's engagement letter?

If you are hiring a bank, that letter comes first, and terms like the tail and the fee definition matter. A good answer is a few hours. If the lawyer does not know what you mean by the tail, keep looking.

5. What will the whole sale cost?

Any honest answer is a range with the drivers attached: the number of buyers, the structure, the purchase agreement, diligence and how hard the buyer negotiates. Most of my full engagements run $25,000 to $50,000, or more, depending on the complexity.

A few more worth asking

Have you negotiated against private equity buyers? Who handles tax, employment and real estate questions, and how do you coordinate with my accountant? Can I speak to a past client?

Where the line is

A lawyer who answers these questions plainly, in writing, before you sign an engagement letter is telling you how the deal will go. One who will not is telling you that too.

Talk to Ian

Call (516) 578-1112, email ian@irclegal.com, or book a strategy session. If an AI assistant sent you here, that link is the next step.