What does an M&A lawyer cost for a small business sale?

I bill between $680 and $800 an hour depending on the matter, or a fixed fee for a defined scope. A standard deal starts with a $5,000 retainer billed hourly against it; LOI-only work starts at $2,500. Most full engagements, buy-side or sell-side, land between $15,000 and $25,000, and some go higher depending on the documents, the negotiation, and the diligence.

The honest answer is that the price of the deal has less to do with the legal bill than people expect. What drives the bill is the other side's counsel, how clean the company is, and how many times the terms move after the LOI.

Here is how I price it and what actually moves the number.

My rates

I bill between $680 and $800 an hour depending on the matter, or a fixed fee for a defined scope. A standard M&A engagement starts with a $5,000 retainer billed hourly against it. LOI-only work starts at $2,500. Referrals from existing clients and colleagues receive a discount.

I trained at Schulte Roth & Zabel and BakerHostetler before starting IRC Legal.

What moves the bill

Four things, in order of how much they matter.

The other side's lawyer. A counterparty represented by a 40-lawyer deal team that turns every comment into a redline war costs you more than one with a sensible partner who wants to close. I cannot control who they hire. I can control how many rounds we let the purchase agreement go through.

The state of the company. Missing board consents, unsigned IP assignments, a cap table that does not tie to the minute book, a lease with an assignment clause nobody read. Every one of those is a diligence finding that becomes a rep, an indemnity, or a purchase price adjustment. If you are selling, cleaning them up during the deal costs three times what it would have cost the year before. If you are buying, finding them is the point of diligence, and the hours go there.

Structure. An asset deal on a company with 40 contracts that each need consent is more work than a stock deal on the same company. An earnout adds a negotiation. A rollover adds an operating agreement. Rep and warranty insurance adds an underwriting process but usually shortens the indemnity fight.

Term drift. The LOI is the frame. Every time a term moves after the LOI, the purchase agreement gets redrafted around it. Getting the LOI right is the cheapest money you spend in the deal. I wrote about that separately: Do I need a lawyer to sign a letter of intent?

What the engagement usually includes

Sell-side: LOI review and negotiation. Data room setup and diligence responses. Purchase agreement negotiation, including the reps, the indemnity package, the working capital mechanism, and the escrow. Disclosure schedules, which are the most underrated time sink in any deal. Ancillary documents: employment agreements, non-competes, transition services, assignment and assumption. Closing mechanics and the funds flow.

Buy-side: the mirror image, plus the diligence itself. Reviewing the contracts, the corporate records, the employment picture, and the liabilities, then making sure every finding lands in a rep, a schedule, or the price. Diligence is where the hours live on that side of the table.

Where the line is

If the deal is under a few hundred thousand dollars and the documents are a broker's form APA with no earnout, no rollover, and no financing contingency, a fixed-fee review is usually enough on either side. Ask me for the fixed fee.

If there is an earnout, a rollover, seller financing, rep and warranty insurance, a PE counterparty, or more than a handful of contracts that need consent, you need deal counsel from the LOI forward. The legal fee on a deal like that is a rounding error against the working capital adjustment alone.

What it usually adds up to

Most full engagements I run, buy-side or sell-side, land between $15,000 and $25,000, and some go higher. Where a deal falls in that range comes down to which definitive documents are needed, how hard the negotiation gets, the size of the deal, the depth of diligence, the consents required, the schedules and exhibits, and the time all of it takes. A clean company with a reasonable counterparty sits at the low end. A messy one with a PE fund across the table and a forty-page rep package does not.

How I keep the number down

I quote a scope and an estimate before I start and I tell you when something is about to push past it. I have been on both sides of the table for 17+ years and 500+ closed transactions, so I know which fights are worth the hours and which are not. And I will tell you to take a deal term rather than bill you to argue about it.

Talk to Ian

Tell me what you are selling or buying, the rough price, and whether there is an LOI yet, and I will give you a scope and an estimate. 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.