The offer came in higher than you expected, or the company you have been watching for two years finally signaled it was ready to talk. Now the deal is real, and so is everything that could go wrong. Your accountant is running numbers, your business partner has opinions, and someone just emailed you a 47-page purchase agreement with a deadline attached. 

At Berluti McLaughlin & Kutchin LLP, we can answer every question behind that document and make sure the deal you close is the one you want.

You can reach our lawyers by calling 617-557-3030. 

What Does a Mergers and Acquisitions Lawyer Do?

A mergers and acquisitions lawyer handles the legal architecture of aquiring, selling, or mergingg a business. That work spans deal structuring, due diligence, contract drafting and negotiation, regulatory compliance, and post-closing obligations. 

In Massachusetts, corporate mergers must follow the procedures set out under the state’s Business Corporation Act, which governs how a plan of merger gets adopted, approved by shareholders where required, and filed to become effective.

A mergers and acquisitions attorney makes sure your transaction satisfies those requirements and that the deal you close reflects the deal you agreed to.

What Does the M&A Process Look Like in Massachusetts?

Most transactions follow a general sequence, though the complexity at each stage scales with the size and structure of the deal. A business mergers and acquisitions lawyer at BMK guides clients through each phase, including:

  • Letter of intent. A non-binding document that sets the basic terms of the deal before either side commits significant resources to due diligence or drafting.
  • Due diligence. A thorough review of the target company’s financials, contracts, liabilities, intellectual property, employment matters, and regulatory standing. 
  • Purchase agreement. The definitive contract that governs every aspect of the transaction, including representations and warranties, indemnification obligations, closing conditions, and any post-closing adjustments.
  • Regulatory review. Depending on the size of the transaction and the industries involved, deals may require antitrust review or notifications to state or federal agencies.
  • Closing. Executing documents, transferring ownership, and satisfying any conditions the parties agreed to before the deal becomes final.
  • Post-closing obligations. Earn-outs, transition services agreements, and integration plans that continue long after the closing date.

Each stage carries its own deadlines, risks, and decision points. Missing one can cost you the deal or expose you to liability you did not anticipate.

What Happens to Contracts and Liabilities After a Merger?

Here’s what most business buyers don’t realize going into a deal: When a merger becomes effective in Massachusetts, the surviving entity automatically assumes, by operation of law, every contract, obligation, and liability of the absorbed company. If the target company had undisclosed litigation, unpaid taxes, or a poorly drafted vendor agreement with an automatic renewal clause, those become your problems the moment the merger closes. 

A thorough due diligence process and well-drafted indemnification provisions in the purchase agreement are the tools that protect you, but only if your attorney knows what to look for and how to negotiate the protections you need.

What Makes M&A Litigation Different?

When a transaction goes wrong, the disputes that follow are unlike most commercial litigation. A mergers and acquisitions litigation lawyer typically helps with claims for breach of representations and warranties, earnout disputes, post-closing purchase price adjustments, and indemnification disagreements. BMK handles complex business disputes in Massachusetts state courts and the U.S. District Court for the District of Massachusetts, meaning our transactional attorneys and litigators are aligned and able to work cohesively.

Why Hire BMK As Your M&A Attorney in Boston?

Fifteen years of M&A work in the Boston market gives BMK a track record that shows in the details. We represented the owner of a Massachusetts manufacturer in an equity ownership sale exceeding $130 million, guided a strategic buyer through a $70+ million carve-out transaction, and secured a $1.7 million preliminary injunction in federal court on behalf of two former directors facing personal liability. 

Our attorneys hold recognition from Super Lawyers, Best Law Firms by U.S. News & World Report for 2024, LawDragon 500 Next Generation for 2026, and the Global 100, and we hold membership in the Boston Bar Association. Beyond M&A, our practice spans business law, trial advocacy, real estate, and private client and estate planning so that we can address the full range of issues a business transaction raises without sending you to three different firms.

How To Retain Our M&A Attorneys

A business transaction is one of the highest-stakes decisions you will make, and the legal work behind it should match those stakes. Contact Berluti McLaughlin & Kutchin LLP today and let us put our transactional experience to work on your deal.

Frequently Asked Questions

What Is a Mergers and Acquisitions Lawyer?

A mergers and acquisitions lawyer handles the legal work involved in buying, selling, or combining businesses. That includes structuring the deal, negotiating and drafting the purchase agreement, conducting or overseeing due diligence, managing regulatory requirements, and resolving disputes that arise before or after closing.

How Much Do M&A Lawyers Charge?

Fees vary based on the transaction’s size and complexity, as well as the firm’s billing model. Many M&A attorneys bill hourly, while others use a flat fee or a hybrid arrangement for smaller deals. The right question is not how much a lawyer costs, but what the real cost of poor legal work is. A missed liability or a poorly drafted contract can cost far more than the attorney’s fee.

When Should I Hire a Business Mergers and Acquisitions Lawyer?

Hire a business M&A lawyer before you sign anything, including a letter of intent. Although a letter of intent is often treated as non-binding, it sets expectations and precedents that shape the entire negotiation. Getting legal counsel involved early gives you the most flexibility to structure the deal on terms that protect your interests before either side has committed to a path.

Legal References Used to Inform This Page

To ensure the accuracy and clarity of this page, we referenced official legal and other resources during the content development process: